10-K 1 tm2111751d1_10k.htm FORM 10-K

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM10-K

(MarkOne)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended December 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commissionfile number: 814-00866

MONROECAPITAL CORPORATION

(ExactName of Registrant as Specified in its Charter)

Maryland 27-4895840
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

311 South Wacker Drive, Suite 6400
Chicago, Illinois
60606
(Address of Principal Executive Office) (Zip Code)

(312)258-8300

(Registrant’sTelephone Number, Including Area Code)

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
CommonStock, par value $0.001 per share MRCC The Nasdaq Global Select Market

Securitiesregistered pursuant to Section 12(g) of the Act: None

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicateby check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes ☒ No ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicateby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report. ☐

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Theaggregate market value of outstanding common stock held by non-affiliates of the registrant was $137.6 million basedon the number of shares held by non-affiliates of the registrant as of June 30, 2020, which is the last business day of theregistrant’s most recently completed second fiscal quarter.

Asof March 1, 2021, the registrant had 21,303,540 shares of common stock, $0.001 par value, outstanding.

DocumentsIncorporated by Reference

Portionsof the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation14A relating to the registrant’s 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commissionwithin 120 days following the end of the Company’s fiscal year, are incorporated by reference in Part III of this AnnualReport on Form 10-K as indicated herein.

TABLEOF CONTENTS

Page
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 25
Item 1B. Unresolved Staff Comments 52
Item 2. Properties 53
Item 3. Legal Proceedings 53
Item 4. Mine Safety Disclosures 53
PART II 54
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54
Item 6. Selected Consolidated Financial Data 56
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 76
Item 8. Financial Statements and Supplementary Data 77
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 77
Item 9A. Controls and Procedures 77
Item 9B. Other Information 77
PART III 79
Item 10. Directors, Executive Officers and Corporate Governance 79
Item 11. Executive Compensation 79
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 79
Item 13. Certain Relationships and Related Transactions, and Director Independence 79
Item 14. Principal Accountant Fees and Services 79
PART IV 80
Item 15. Exhibits and Financial Statement Schedules 80
Item 16. Form 10-K Summary 82
Signatures 83

CERTAINDEFINITIONS

Exceptas otherwise specified in this Annual Report on Form 10-K (“Annual Report”), the terms:

“we,” “us,” “our” and the “Company” refer to Monroe Capital Corporation, a Maryland corporation, and its consolidated subsidiaries;

MC Advisors refers to Monroe Capital BDC Advisors, LLC, our investment adviser and a Delaware limited liability company;

MC Management refers to Monroe Capital Management Advisors, LLC, our administrator and a Delaware limited liability company;

Monroe Capital refers to Monroe Capital LLC, a Delaware limited liability company, and its subsidiaries and affiliates; and
SLF refers to MRCC Senior Loan Fund I, LLC, an unconsolidated Delaware limited liability company, in which we co-invest with Life Insurance Company of the Southwest (“LSW”) primarily in senior secured loans.

FORWARD-LOOKINGSTATEMENTS

ThisAnnual Report contains statements that constitute forward-looking statements which are subject to the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements withinthe meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Some of the statementsin this Annual Report constitute forward-looking statements because they relate to future events or our future performance orfuture financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations,estimates and projections about our company, our industry, our beliefs and our assumptions. The forward-looking statements containedin this Annual Report involve risks and uncertainties, including statements as to:

our future operating results;

our business prospects and the prospects of our portfolio companies;

the dependence of our future success on the general economy and its impact on the industries in which we invest;

the impact of global health epidemics, such as the current novel coronavirus (“COVID-19”) pandemic, on our or our portfolio companies’ business and the global economy;

the impact of a protracted decline in the liquidity of credit markets on our business;

the impact of changes in London Interbank Offered Rate (“LIBOR”) on our operating results;
the impact of increased competition;

the impact of fluctuations in interest rates on our business and our portfolio companies;

our contractual arrangements and relationships with third parties;

the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

actual and potential conflicts of interest with MC Advisors, MC Management and other affiliates of Monroe Capital;

the ability of our portfolio companies to achieve their objectives;

the use of borrowed money to finance a portion of our investments;

the adequacy of our financing sources and working capital;

the timing of cash flows, if any, from the operations of our portfolio companies;

the ability of MC Advisors to locate suitable investments for us and to monitor and administer our investments;

the ability of MC Advisors or its affiliates to attract and retain highly talented professionals;

our ability to qualify and maintain our qualification as a regulated investment company and as a business development company; and

the impact of future legislation and regulation on our business and our portfolio companies.

Weuse words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates,” “targets” and similar expressions to identify forward-looking statements.The forward-looking statements contained in this Annual Report involve risks and uncertainties. Our actual results could differmaterially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Part I — Item 1A. Risk Factors” in this Annual Report.

Althoughwe believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions couldprove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Importantassumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availabilityof additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statementsin this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved.

Wehave based the forward-looking statements included in this Annual Report on information available to us on the date of this AnnualReport, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to reviseor update any forward-looking statements in this Annual Report, whether as a result of new information, future events or otherwise,you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file inthe future with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, QuarterlyReports on Form 10-Q and Current Reports on Form 8-K.

PARTI

ITEM1. BUSINESS

FORMATIONOF OUR COMPANY

Weare a Maryland corporation, formed February 9, 2011, for the purpose of purchasing an initial portfolio of loans from two fundsmanaged by Monroe Capital, raising capital in our initial public offering, which was completed in October 2012 (the “InitialPublic Offering”), and thereafter operating as an externally managed business development company (“BDC”) underthe Investment Company Act of 1940 (the “1940 Act”), as amended. We are a closed-end, non-diversified investment companythat has elected to be treated as a BDC under the 1940 Act. In addition, for tax purposes we have elected to be treated as a regulatedinvestment company (“RIC”) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), commencingwith our taxable year ended December 31, 2012.

PublicOfferings of Common Stock

TheInitial Public Offering consisted of the sale of 5,750,000 shares of our common stock at a price of $15.00 per share, resultingin net proceeds to us, net of underwriting discounts and commissions, of approximately $84.6 million. On July 22, 2013, we completeda public offering of an additional 4,000,000 shares of our common stock at a price of $14.05 per share. On August 20, 2013, wealso sold an additional 225,000 shares of our common stock at a price of $14.05 per share pursuant to the underwriters’partial exercise of the over-allotment option. These issuances during the year ended December 31, 2013 provided us with proceeds,net of offering and underwriting costs, of $56.0 million.

OnApril 20, 2015, we closed a public offering of 2,450,000 shares of our common stock at a public offering price of $14.85 per share,raising approximately $36.4 million in gross proceeds. On May 18, 2015, we completed the sale of an additional 367,500 sharesof our common stock, at a public offering price of $14.85 per share, raising approximately $5.5 million in gross proceeds pursuantto the underwriters’ exercise of the over-allotment option. Aggregate underwriters’ discounts and commissions were$1.7 million and offering costs were $0.3 million, resulting in net proceeds of approximately $39.9 million.

OnJuly 25, 2016, we closed a public offering of 3,100,000 shares of our common stock at a public offering price of $15.50 per share,raising approximately $48.1 million in gross proceeds. On August 3, 2016, we sold an additional 465,000 shares of our common stock,at a public offering price of $15.50 per share, raising approximately $7.2 million in gross proceeds pursuant to the underwriters’exercise of the over-allotment option. Aggregate underwriters’ discounts and commissions were $2.2 million and offeringcosts were $0.5 million, resulting in net proceeds of approximately $52.5 million.

OnJune 9, 2017, we closed a public offering of 3,000,000 shares of our common stock at a public offering price of $15.00 per share,raising approximately $45.0 million in gross proceeds. On June 14, 2017, pursuant to the underwriters’ exercise of the over-allotmentoption, we sold an additional 450,000 shares of our common stock, at a public offering price of $15.00 per share, raising an additional$6.8 million in gross proceeds for a total of approximately $51.8 million. Aggregate underwriters’ discounts and commissionswere $2.1 million and offering costs were $0.1 million, resulting in net proceeds of approximately $49.6 million.

At-the-marketSecurities Offering Program

On February 6, 2015, we entered into anat-the-market (“ATM”) securities offering program with MLV & Co. LLC (“MLV”) and JMP Securities LLC(“JMP”) (the “Initial ATM Program”) through which we could sell, by means of ATM offerings from time totime, up to $50.0 million of our common stock. During the year ended December 31, 2015, we sold 672,597 shares at an average priceof $14.88 per share for gross proceeds of approximately $10.0 million under the Initial ATM Program. Aggregate underwriters’discounts and commissions were $0.2 million and offering costs were $83 thousand, resulting in net proceeds of approximately $9.8million.

On July 1, 2016, we amended the InitialATM Program with MLV and JMP to replace MLV with FBR Capital Markets & Co. (“FBR”), an affiliate of MLV. On May12, 2017, we entered into new equity distribution agreements with each of FBR and JMP (the “ATM Program”). All othermaterial terms of the Initial ATM Program remain unchanged under the ATM Program. During the year ended December 31, 2017, we sold173,939 shares at an average price of $15.71 per share for gross proceeds of $2.7 million under the Initial ATM Program and noshares were sold under the ATM Program. Aggregate underwriters’ discounts and commissions were $41 thousand and offeringcosts were $23 thousand, resulting in net proceeds of approximately $2.7 million. During the year ended December 31, 2018, we sold182,299 shares at an average price of $13.82 per share for gross proceeds of approximately $2.5 million under the ATM Program.Aggregate underwriters’ discounts and commissions were $38 thousand and offering costs were $79 thousand, resulting in netproceeds of approximately $2.4 million. There were no stock issuances during the year ended December 31, 2019.

On May 8, 2020, we entered into an amendmentto the ATM Program to extend its term. All other material terms of the ATM Program remain unchanged. During the year ended December31, 2020, we sold 858,976 shares at an average price of $7.78 per share for gross proceeds of $6.7 million under the ATM program.Aggregate underwriter’s discounts and commissions were $0.1 million and offering costs were $0.1 million, resulting in netproceeds of approximately $6.5 million.

SmallBusiness Investment Company Subsidiary

OnFebruary 28, 2014, our wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP (“MRCC SBIC”), a Delaware limitedpartnership, received a license from the Small Business Administration (“SBA”) to operate as a Small Business InvestmentCompany (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958. MRCC SBIC commenced operationson September 16, 2013. On April 13, 2016, MRCC SBIC was approved by the SBA for an additional $75.0 million in SBA debenturesfor a total of $115.0 million in available SBA debentures.

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OVERVIEWOF OUR BUSINESS

Weare a specialty finance company focused on providing financing solutions primarily to lower middle-market companies in the UnitedStates and Canada. We provide customized financing solutions focused primarily on senior secured, junior secured and unitranchesecured (a combination of senior secured and junior secured debt in the same facility in which we syndicate a “first out”portion of the loan to an investor and retain a “last out” portion of the loan) debt and, to a lesser extent, unsecuredsubordinated debt and equity, including equity co-investments in preferred and common stock and warrants.

Ourinvestment objective is to maximize the total return to our stockholders in the form of current income and capital appreciationthrough investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinateddebt and equity investments. We seek to use our extensive leveraged finance origination infrastructure and broad expertise insourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies. Webelieve that our primary focus on lending to lower middle-market companies offers several advantages as compared to lending tolarger companies, including more attractive economics, lower leverage, more comprehensive and restrictive covenants, more expansiveevents of default, relatively small debt facilities that provide us with enhanced influence over our borrowers, direct accessto borrower management and improved information flow.

Sincethe consummation of the Initial Public Offering, we have grown the fair value of our portfolio of investments to approximately$547.0 million at December 31, 2020. Our portfolio at December 31, 2020 consists of 89 different portfolio companies and holdingsinclude senior secured, junior secured and unitranche secured debt and equity investments. As of December 31, 2020, we have borrowed$126.6 million under our revolving credit facility, we have $109.0 million in aggregate principal amount of senior unsecured notes(“2023 Notes”) outstanding and we have drawn $115.0 million in SBA debentures to finance the purchase of our assets.

Ourinvestments will generally range between $2.0 million and $25.0 million each, although this investment size may vary proportionatelywith the size of our capital base. As of December 31, 2020, our portfolio included approximately 74.1% senior secured loans, 11.7%unitranche secured loans, 2.6% junior secured loans and 11.6% equity securities. We expect that the companies in which we investmay be leveraged, often as a result of leveraged buy-outs or other recapitalization transactions, and, in certain cases, willnot be rated by national ratings agencies. If such companies were rated, we believe that they would typically receive a ratingbelow investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies.

Whileour primary focus is to maximize current income and capital appreciation through debt investments in thinly traded or privateU.S. companies, we may invest a portion of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders.Such investments may include investments in high-yield bonds, distressed debt, private equity or securities of public companiesthat are not thinly traded and securities of middle-market companies located outside of the United States. We expect that thesepublic companies generally will have debt securities that are non-investment grade.

OURINVESTMENT ADVISOR

Ourinvestment activities are managed by our investment advisor, MC Advisors. MC Advisors is responsible for sourcing potential investments,conducting research and due diligence on prospective investments and their private equity sponsors, analyzing investment opportunities,structuring our investments and managing our investments and portfolio companies on an ongoing basis. MC Advisors was organizedin February 2011 and is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “AdvisersAct”).

Underour Investment Advisory and Management Agreement with MC Advisors, we pay MC Advisors a base management fee and an incentive feefor its services. While not expected to review or approve each investment, our independent directors periodically review MC Advisors’services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, ourindependent directors consider whether our fees and expenses (including those related to leverage) remain appropriate.

MCAdvisors seeks to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring,execution, portfolio management and monitoring experience of Monroe Capital’s investment professionals. The senior managementteam of Monroe Capital, including Theodore L. Koenig and Aaron D. Peck, provides investment services to MC Advisors pursuant toa staffing agreement, or the Staffing Agreement, between MC Management, an affiliate of Monroe Capital, and MC Advisors. Messrs.Koenig and Peck have developed a broad network of contacts within the investment community and average more than 30 years of experienceinvesting in debt and equity securities of lower middle-market companies. In addition, Messrs. Koenig and Peck have extensiveexperience investing in assets that constitute our primary focus and have expertise in investing throughout all periods of theeconomic cycle. MC Advisors is an affiliate of Monroe Capital and is supported by experienced investment professionals of MonroeCapital under the terms of the Staffing Agreement. Monroe Capital’s core team of investment professionals has an establishedtrack record in sourcing, underwriting, executing and monitoring transactions. From Monroe Capital’s formation in 2004 throughDecember 31, 2020, Monroe Capital’s investment professionals invested in over 1,400 loans and related investments in anaggregate amount of over $20.0 billion.

Inaddition to their roles with Monroe Capital and MC Advisors, Messrs. Koenig and Peck serve as interested directors. Mr. Koenighas more than 35 years of experience in structuring, negotiating and closing transactions on behalf of asset-backed lenders, commercialfinance companies, financial institutions and private equity investors at organizations including Monroe Capital, which Mr. Koenigfounded in 2004, and Hilco Capital LP, where he led investments in over 20 companies in the lower middle-market. Mr. Peck hasmore than 25 years of public company management, leveraged finance and commercial lending experience at organizations includingDeerfield Capital Management LLC, Black Diamond Capital Management LLC and Salomon Smith Barney Inc. Messrs. Koenig and Peck arejoined on the investment committee of MC Advisors by Michael J. Egan and Jeremy T. VanDerMeid, each of whom is a senior investmentprofessional at Monroe Capital. Mr. Egan has more than 35 years of experience in commercial finance, credit administration andbanking at organizations including Hilco Capital, The CIT Group/Business Credit, Inc., The National Community Bank of New Jersey(The Bank of New York) and KeyCorp. Mr. VanDerMeid has more than 20 years of lending and corporate finance experience at organizationsincluding Morgan Stanley Investment Management, Dymas Capital Management Company, LLC and Heller Financial.

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ABOUTMONROE CAPITAL

MonroeCapital, a Delaware limited liability company that was founded in 2004, is a leading lender to middle-market companies. As ofDecember 31, 2020, Monroe Capital had approximately $9.4 billion in assets under management. Over its seventeen-year history,Monroe Capital has developed an established lending platform that we believe generates consistent deal flow from a network ofproprietary relationships. Monroe Capital’s assets under management are comprised of a diverse portfolio of over 500 currentinvestments that were either originated directly by Monroe Capital or sourced from Monroe Capital’s third-party relationships.From Monroe Capital’s formation in 2004 through December 31, 2020, Monroe Capital’s investment professionals investedin over 1,400 loans and related investments in an aggregate amount of over $20.0 billion. The senior investment team of MonroeCapital averages more than 30 years of experience and has developed a proven investment and portfolio management process thathas performed through multiple market cycles. In addition, Monroe Capital’s investment professionals are supported by arobust infrastructure of administrative and back-office personnel focused on compliance, operations, finance, treasury, legal,accounting and reporting, marketing, information technology and office management.

INVESTMENTSTRATEGY

Ourinvestment objective is to maximize the total return to our stockholders in the form of current income and capitalappreciation primarily through investments in senior, unitranche and junior secured debt and, to a lesser extent, unsecuredsubordinated debt and equity. We also seek to invest opportunistically in attractively priced, broadly syndicated loans,which should enhance our geographic and industry portfolio diversification and increase our portfolio’s liquidity. Wedo not target any specific industry, however, as of December 31, 2020, our investments in the High Tech Industries; Services:Business; and Banking, Finance, Insurance & Real Estate industries representedapproximately 14.9%, 14.4% and 13.3%, respectively, of the fair value of our portfolio. To achieve our investmentobjective, we utilize the following investment strategy:

AttractiveCurrent Yield on Investment Portfolio. We believe our sourcing network allows us to enter into transactions with attractiveyields and investment structures. Based on current market conditions and our pipeline of new investments, we expect our targetdirectly originated senior and unitranche secured debt will have an average maturity of three to seven years and interest ratesof 7% to 13%, and we expect our target directly originated junior secured debt and unsecured subordinated debt will have an averagematurity of four to seven years and interest rates of 8% to 15%. In addition, based on current market conditions and our pipelineof new investments, we expect that our target debt investments will typically have a variable coupon (with a LIBOR floor), mayinclude payment-in-kind (“PIK”) interest (interest that is not received in cash, but added to the principal balanceof the loan), and that we will typically receive upfront closing fees of 1% to 4%. We may also receive warrants or other formsof upside equity participation. Our transactions are generally secured and supported by a lien on all assets and/or a pledge ofcompany stock in order to provide priority of return and to influence any corporate actions. Although we will target investmentswith the characteristics described in this paragraph, we cannot provide assurance that our new investments will have these characteristicsand we may enter into investments with different characteristics as the market dictates. For a description of the characteristicsof our current investment portfolio, see “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations — Portfolio and Investment Activity.” Until investment opportunities can be found, we mayinvest our undeployed capital in cash, cash equivalents, U.S. government securities and high-quality debt investments that maturein one year or less from the date of investment. These temporary investments may have lower yields than our other investmentsand, accordingly, may result in lower distributions, if any, during such period.

SoundPortfolio Construction. We strive to exercise discipline in portfolio creation and management and to implement effectivegovernance throughout our business. Monroe Capital and MC Advisors, which is comprised of substantially the same investment professionalswho have operated Monroe Capital, have been, and we believe will continue to be, conservative in the underwriting and structuringof covenant packages in order to enable early intervention in the event of weak financial performance by a portfolio company.We seek to pursue lending opportunities selectively and to maintain a diversified portfolio. We believe that exercising disciplinedportfolio management through continued intensive account monitoring and timely and relevant management reporting allows us tomitigate risks in our debt investments. In addition, we have implemented rigorous governance processes through segregation ofduties, documented policies and procedures and independent oversight and review of transactions, which we believe helps us tomaintain a low level of non-performing loans. We believe that Monroe Capital’s proven process of thorough origination, conservativeunderwriting, due diligence and structuring, combined with careful account management and diversification, enabled it to protectinvestor capital, and we believe MC Advisors follows the same philosophy and processes in originating, structuring and managingour portfolio investments.

Predictabilityof Returns. Beyond conservative structuring and protection of capital, we seek a predictable exit from our investments.We seek to invest in situations where there are a number of potential exit options that can result in full repayment or a modestrefinance of our investment. We seek to structure the majority of our transactions as secured loans with a covenant package thatprovides for full or partial repayment upon the completion of asset sales and restructurings. Because we seek to structure thesetransactions to provide for contractually determined, periodic payments of principal and interest, we are less likely to dependon merger and acquisition activity or public equity markets to exit our debt investments. As a result, we believe that we canachieve our target returns even in a period when public markets are depressed.

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BUSINESSSTRATEGY

Webelieve that we represent an attractive investment opportunity for the following reasons:

Deep,Experienced Management Team. We are managed by MC Advisors, which has access through the Staffing Agreement to MonroeCapital’s experienced team comprised of over 130 professionals, including seven senior partners that average more than 30years of direct lending experience. We are led by our Chairman and Chief Executive Officer, Theodore L. Koenig, and Aaron D. Peck,our Chief Financial Officer and Chief Investment Officer. This extensive experience includes the management of investments withborrowers of varying credit profiles and transactions completed in all phases of the credit cycle. Monroe Capital’s seniorinvestment professionals provide us with a difficult-to-replicate sourcing network and a broad range of transactional, financial,managerial and investment skills. This expertise and experience is supported by administrative and back office personnel focusedon operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management.From Monroe Capital’s formation in 2004 through December 31, 2020, Monroe Capital’s investment professionals investedin over 1,400 loans and related investments in an aggregate amount of over $20.0 billion.

DifferentiatedRelationship-Based Sourcing Network. We believe Monroe Capital’s senior investment professionals benefit from extensiverelationships with commercial banks, private equity firms, financial intermediaries, management teams and turn-around advisors.We believe that this broad sourcing network differentiates us from our competitors and offers us a diversified origination approachthat does not rely on a single channel and offers us consistent deal flow throughout the economic cycle. We also believe thatthis broad network allows us to originate a substantial number of non-private equity-sponsored investments.

ExtensiveInstitutional Platform for Originating Middle-Market Deal Flow. Monroe Capital’s broad network of relationshipsand significant origination resources enable us to review numerous lending opportunities, permitting us to exercise a high degreeof selectivity in terms of loans to which we ultimately commit. Monroe Capital estimates that it reviewed approximately 2,000investment opportunities during 2020. Monroe Capital’s over 1,400 previously executed transactions, over 500 of which arewith current borrowers, offer us another source of deal flow, as these debt investments reach maturity or seek refinancing. Weare also positioned to benefit from Monroe Capital’s established brand name, strong track record in partnering with industryparticipants and reputation for closing deals on time and as committed. Monroe Capital’s senior investment professionalsare complemented by extensive experience in capital markets transactions, risk management and portfolio monitoring.

Disciplined, “Credit-First” Underwriting Process. Monroe Capital has developed a systematic underwriting process that appliesa consistent approach to credit review and approval, with a focus on evaluating credit first and then appropriately assessingthe risk-reward profile of each loan. MC Advisors’ assessment of credit outweighs pricing and other considerations, as weseek to minimize potential credit losses through effective due diligence, structuring and covenant design. MC Advisors seeks tocustomize each transaction structure and financial covenant to reflect risks identified through the underwriting and due diligenceprocess. We also seek to actively manage our origination and credit underwriting activities through personal visits and callson all parties involved with an investment, including the management team, private equity sponsors, if any, or other lenders.

EstablishedCredit Risk Management Framework. We seek to manage our credit risk through a well-defined portfolio strategy and creditpolicy. In terms of credit monitoring, MC Advisors assigns each loan to a particular portfolio management professional and maintainsan internal credit rating analysis for all loans. MC Advisors then employs ongoing review and analysis, together with regularinvestment committee meetings to review the status of certain complex and challenging loans and a comprehensive quarterly reviewof all loan transactions. MC Advisors’ investment professionals also have significant turnaround and debt work-out experience,which gives them perspective on the risks and possibilities throughout the entire credit cycle. We believe this careful approachto investment and monitoring enables us to identify problems early and gives us an opportunity to assist borrowers before theyface difficult liquidity constraints. By anticipating possible negative contingencies and preparing for them, we believe thatwe diminish the probability of underperforming assets and loan losses.

INVESTMENTS

InvestmentStructure

Westructure our investments, which typically have maturities of three to seven years, as follows:

SeniorSecured Loans. We structure senior secured loans to obtain security interests in the assets of the portfolio company borrowersthat serve as collateral in support of the repayment of such loans. This collateral may take the form of first-priority lienson the assets of the portfolio company borrower. Our senior secured loans may provide for moderate loan amortization in the earlyyears of the loan, with the majority of the amortization deferred until loan maturity.

UnitrancheSecured Loans. We structure our unitranche secured loans as senior secured loans. We obtain security interests in the assetsof these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take theform of first-priority liens on the assets of a portfolio company. Generally, we syndicate a “first out” portion ofthe loan to an investor and retain a “last out” portion of the loan, in which case the “first out” portionof the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder.Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinatedloans and our unitranche secured loans will expose us to the risks associated with second lien and subordinated loans and maylimit our recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typicallyprovide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred untilloan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the endof the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity.In many cases we, together with our affiliates, are the sole or majority lender of our unitranche secured loans, which can affordus additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.

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JuniorSecured Loans. We structure junior secured loans to obtain a security interest in the assets of these portfolio companiesthat serves as collateral in support of the repayment of such loans. This collateral may take the form of second priority lienson the assets of a portfolio company. These loans typically provide for moderate loan amortization in the initial years of thefacility, with the majority of the amortization deferred until loan maturity.

PreferredEquity . We generally structure preferred equity investments to combine features of equity and debt. We may obtain a securityinterest in the assets of these portfolio companies that serves as collateral in support of the repayment of such preferred equity,which takes a priority to common stockholders. Preferred equity interests generally have a stated dividend rate and may not havea fixed maturity date.

Warrantsand Equity Co-Investment Securities. In some cases, we may also receive nominally priced warrants or options to buy a minorityequity interest in the portfolio company in connection with a loan. As a result, as a portfolio company appreciates in value,we may achieve additional investment return from this equity interest. We may structure such warrants to include provisions protectingour rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer,upon the occurrence of specified events. In other cases, we may make a minority equity co-investment in the portfolio companyin connection with a loan. Additionally, we may receive equity in our distressed portfolio companies in conjunction with amendmentsor additional debt fundings.

Wetailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiatinga structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its businessplan and improve its operating results. We seek to limit the downside potential of our investments by:

selecting investments that we believe have a very low probability of loss;

requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us appropriately for credit risk; and

negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or rights to a seat on the board of directors under some circumstances.

Weexpect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidityevent occurs, such as a sale, recapitalization or worsening of the credit quality of the portfolio company ,or if an investment has reached its return target .

SeniorLoan Fund. We have invested in SLF, which as of December 31, 2020, consisted of loans to different borrowers in industriessimilar to the companies in our portfolio. SLF invests primarily in senior secured loans of middle market companies. These seniorsecured loans are generally similar to our senior secured loans, which are secured by a first lien on some or all of the issuer’sassets and include traditional senior debt and any related revolving or similar credit facility. SLF may also invest in more liquidsenior secured loans.

Investments

Weseek to create a diverse portfolio that includes senior secured, unitranche secured, junior secured loans and warrants and equityco-investment securities by investing approximately $2.0 million to $25.0 million of capital, on average, in the securities ofmiddle-market companies. This investment size may vary proportionately with the size of our capital base. Set forth below is alist of our ten largest portfolio company investments as of December 31, 2020, as well as the top ten industries in which we wereinvested as of December 31, 2020, in each case excluding SLF, calculated as a percentage of our total investments at fair valueas of such date (in thousands):

Portfolio Company Fair Value of
Investments
Percentage of
Total Investments
American Community Homes, Inc. $ 24,271 4.4 %
HFZ Capital Group, LLC (1) 18,600 3.4
Stratus Unlimited, LLC 16,461 3.0
RPL Bidco Limited 16,206 3.0
Midwest Composite Technologies, LLC 15,992 2.9
IT Global Holding, LLC 14,320 2.6
Mnine Holdings, Inc. 12,356 2.3
Newforma, Inc. 11,899 2.2
Priority Ambulance, LLC 11,839 2.2
MC Asset Management (Industrial), LLC (2) 11,579 2.1
$ 153,523 28.1 %

(1) Includes the associated investment in MC Asset Management(Corporate), LLC.
(2) HFZ Capital Group, LLC and MC Asset Management (Industrial),LLC are affiliated entities. See Note 5 to the consolidated financial statements for additional information.

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Industry Fair Value of
Investments
Percentage of
Total Investments
High Tech Industries $ 81,417 14.9 %
Services: Business 78,584 14.4
Banking, Finance, Insurance & Real Estate 72,627 13.3
Healthcare & Pharmaceuticals 37,815 6.9
Media: Advertising, Printing & Publishing 31,553 5.8
Chemicals, Plastics & Rubber 27,754 5.1
Services: Consumer 25,306 4.6
Beverage, Food & Tobacco 20,676 3.8
Consumer Goods: Durable 18,893 3.4
Retail 18,443 3.4
$ 413,068 75.6 %

INVESTMENTPROCESS OVERVIEW

Weview our investment process as consisting of the phases described below:

Origination. MCAdvisors seeks to develop investment opportunities through extensive relationships with regional banks, private equity firms,financial intermediaries, management teams and other turn-around advisors. Monroe Capital has developed this network sinceits formation in 2004. MC Advisors manages these leads through personal visits and calls by its senior deal professionals. Itis these professionals’ responsibility to identify specific opportunities, refine opportunities through due diligenceregarding the underlying facts and circumstances and utilize innovative thinking and flexible terms to solve the financingissues of prospective clients. Monroe Capital’s origination professionals are broadly dispersed with six offices in theUnited States. Certain of Monroe Capital’s originators are responsible for covering a specified target market based ongeography and others focus on specialized industry verticals. We believe Monroe Capital’s originationprofessionals’ experience is vital to enable us to provide our borrowers with innovative financing solutions. Wefurther believe that their strength and breadth of relationships across a wide range of markets will generate numerousfinancing opportunities and enable us to be highly selective in our lending activities. In sourcing new transactions, MCAdvisors seeks opportunities to work with borrowers primarily domiciled in the United States and Canada and typically focuseson industries in which Monroe Capital has previous lending experience.

DueDiligence. For each of our investments, MC Advisors prepares a comprehensive new business presentation, which summarizesthe investment opportunity and its due diligence and risk analysis, all from the perspective of strengths, weaknesses, opportunitiesand threats presented by the opportunity. This presentation assesses the borrower and its management, including products and servicesoffered, market position, sales and marketing capabilities and distribution channels; key contracts, customers and suppliers,meetings with management and facility tours; background checks on key executives; customer calls; and an evaluation of exit strategies.MC Advisors’ presentation typically evaluates historical financial performance of the borrower and includes projections,including operating trends, an assessment of the quality of financial information, capitalization and liquidity measures and debtservice capacity. The financial analysis also includes sensitivity analysis against management projections and an analysis ofpotential downside scenarios, particularly for cyclical businesses. MC Advisors seeks to also review the dynamics of the borrowers’industry and assess the maturity, market size, competition, technology and regulatory issues confronted by the industry. Finally,MC Advisors’ new business presentation includes all relevant third-party reports and assessments, including, as applicable,analyses of the quality of earnings of the prospective borrower, a review of the business by industry experts and third-partyvaluations. MC Advisors also includes in this due diligence, if relevant, field exams, collateral appraisals and environmentalreviews, as well as a review of comparable private and public transactions.

Underwriting. MC Advisors uses the systematic, consistent approach to credit evaluation developed in house by Monroe Capital with aparticular focus on determining the value of a business in a downside scenario. In this process, the senior investment professionalsat MC Advisors bring to bear extensive lending experience with emphasis on lessons learned from past credit cycles. Webelieve that the extensive credit and debt work-out experience of Monroe Capital’s senior management enables us to anticipateproblems and minimize risks. Monroe Capital’s underwriting professionals work closely with its origination professionalsto identify individual deal strengths, risks and any risk mitigants. MC Advisors preliminarily screens transactions based on cashflow, enterprise value and asset-based characteristics, and each of these measures is developed on a proprietary basis using thoroughcredit analysis focused on sustainability and predictability of cash flow to support enterprise value, barriers to entry, marketposition, competition, customer and supplier relationships, management strength, private equity sponsor track record and industrydynamics. For asset-based transactions, MC Advisors seeks to understand current and future collateral value, opening availabilityand ongoing liquidity. MC Advisors documents this preliminary analysis which is thoroughly reviewed by at least one member ofits investment committee prior to proposing a formal term sheet. We believe this early involvement of the investment committeeensures that our resources and those of third parties are deployed appropriately and efficiently during the investment processand lowers execution risk for our clients. With respect to transactions reviewed by MC Advisors, we expect that only approximately10% of our sourced deals will reach the formal term sheet stage.

CreditApproval/Investment Committee Review. MC Advisors employs a standardized, structured process developed by Monroe Capitalwhen evaluating and underwriting new investments for our portfolio. MC Advisors’ investment committee considers its comprehensivenew business presentation to approve or decline each investment. This committee includes Messrs. Koenig, Peck, Egan and VanDerMeid.The committee is committed to providing a prompt turnaround on investment decisions. Each meeting to approve an investment requiresa quorum of at least three members of the investment committee, and each investment must receive unanimous approval by such membersof the investment committee.

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Thefollowing chart illustrates the stages of MC Advisors’ evaluation process:

EvaluationProcess

Execution. We believe Monroe Capital has developed a strong reputation for closing deals as proposed, and we intend to continue thistradition. Through MC Advisors’ consistent approach to credit evaluation and underwriting, we seek to close deals as fastor faster than competitive financing providers while maintaining the discipline with respect to credit, pricing and structurenecessary to ensure the ultimate success of the financing.

Monitoring. Webenefit from the portfolio management system in place at Monroe Capital. This monitoring includes regular meetings betweenthe responsible analyst and our portfolio company to discuss market activity and current events. MC Advisors’ portfoliomanagement staff closely monitors all credits, with senior portfolio managers covering agented and more complex investmentswith the support of junior portfolio management staff. MC Advisors segregates our capital markets investments by industry. MCAdvisors’ monitoring process, developed by Monroe Capital, has daily, weekly, monthly and quarterly components andrelated reports, each to evaluate performance against historical, budget and underwriting expectations. MC Advisors’analysts monitor performance using standard industry software tools to provide consistent disclosure of performance. Whennecessary, MC Advisors updates our internal risk ratings, borrowing base criteria and covenant compliance reports.

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Aspart of the monitoring process, MC Advisors regularly assesses the risk profile of each of our investments and rates each of thembased on an internal proprietary system that uses the categories listed below, which we refer to as MC Advisors’ investmentperformance rating. For any investment rated in grades 3, 4 or 5, MC Advisors, through its internal Portfolio Management Group(“PMG”), will increase its monitoring intensity and prepare regular updates for the investment committee, summarizingcurrent operating results and material impending events and suggesting recommended actions. The PMG is responsible for oversightand management of any investments rated in grades 3, 4 or 5. MC Advisors monitors and, when appropriate, changes the investmentratings assigned to each investment in our portfolio. In connection with our valuation process, MC Advisors reviews these investmentratings on a quarterly basis. The investment performance rating system is described as follows:

Investment Performance
Risk Rating
Summary Description
Grade 1 Includes investments exhibiting the least amount of risk in our portfolio. The issuer is performing above expectations or the issuer’s operating trends and risk factors are generally positive.
Grade 2 Includes investments exhibiting an acceptable level of risk that is similar to the risk at the time of origination. The issuer is generally performing as expected or the risk factors are neutral to positive.
Grade 3 Includes investments performing below expectations and indicates that the investment’s risk has increased somewhat since origination. The issuer may be out of compliance with debt covenants; however, scheduled loan payments are generally not past due.
Grade 4 Includes an issuer performing materially below expectations and indicates that the issuer’s risk has increased materially since origination. In addition to the issuer being generally out of compliance with debt covenants, scheduled loan payments may be past due (but generally not more than six months past due).
Grade 5 Indicates that the issuer is performing substantially below expectations and the investment risk has substantially increased since origination. Most or all of the debt covenants are out of compliance or payments are substantially delinquent. Investments graded 5 are not anticipated to be repaid in full.

Ourinvestment performance risk ratings do not constitute any rating of investments by a nationally recognized statistical ratingorganization or reflect or represent any third-party assessment of any of our investments.

Inthe event of a delinquency or a decision to rate an investment grade 4 or grade 5, the PMG, in consultation with the investmentcommittee, will develop an action plan. Such a plan may require a meeting with the borrower’s management or the lender groupto discuss reasons for the default and the steps management is undertaking to address the under-performance, as well as amendmentsand waivers that may be required. In the event of a dramatic deterioration of a credit, MC Advisors and the PMG will form a teamor engage outside advisors to analyze, evaluate and take further steps to preserve our value in the credit. In this regard, wewould expect to explore all options, including in a private equity sponsored investment, assuming certain responsibilities forthe private equity sponsor or a formal sale of the business with oversight of the sale process by us. The PMG and the investmentcommittee have extensive experience in running debt work-out transactions and bankruptcies.

Thefollowing table shows the distribution of our investments on the 1 to 5 investment performance risk rating scale as of December31, 2020 (in thousands):

Investment Performance Risk Rating Investments at
Fair Value
Percentage of
Total Investments
1 $ 1,592 0.3 %
2 428,554 78.4
3 92,001 16.8
4 19,844 3.6
5 5,048 0.9
Total $ 547,039 100.0 %

Thefollowing table shows the distribution of our investments on the 1 to 5 investment performance risk rating scale as of December31, 2019 (in thousands):

Investment Performance Risk Rating Investments at
Fair Value
Percentage of
Total Investments
1 $ %
2 517,597 84.0
3 83,701 13.6
4 13,899 2.2
5 1,034 0.2
Total $ 616,231 100.0 %

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SUMMARYRISK FACTORS

Therisk factors described below are a summary of the principal risk factors associated with an investment in us. These are not theonly risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 1A. ofthis Annual Report on Form 10-K and the other reports and documents filed by us with the SEC.

Weare subject to risks relating to our business and structure

We depend upon MC Advisors’ senior management for our success, and upon its access to the investment professionals of Monroe Capital and its affiliates.

There may be conflicts related to obligations that MC Advisors’ senior investment professionals and members of its investment committee have to other clients.

Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.

Themajority of our assets are subject to security interests under our revolving credit facility and if we default on our obligationsunder such facility, we may suffer adverse consequences, including foreclosure on our assets.

The interest rates of our revolving credit facility and loans to our portfolio companies that extend beyond 2023 might be subject to change based on recent regulatory changes.

MRCC SBIC, as an SBIC, is limited in its ability to make distributions to us, which could result in us being unable to meet the minimum distribution requirements to maintain our ability to be subject to taxation as a RIC.

Many of our portfolio investments are recorded at fair value as determined in good faith by our Board and, as a result, there may be uncertainty as to the value of our portfolio investments.

We will be subject to corporate-level U.S. federal income tax if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.

Each of MC Advisors and the Administrator can resign on 60 days’ notice, and we can provide no assurance that we could find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

We incur significant costs as a result of being a publicly traded company.

We are highly dependent on information systems and systems failures could significantly disrupt our business, which could, in turn, negatively affect the market price of our common stock and our ability to pay distributions.

Weare subject to risks relating to our investments

The COVID-19 pandemic has caused severe disruptions in the global economy, which has had, and may continue to have, a negative impact on our portfolio companies and our business and operations.

We are currently operating in a period of capital markets disruption and economic uncertainty.

If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that our stockholders may not receive distributions or that our distributions may decline over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.

Events outside of our control, including public health crises, could negatively affect our portfolio companies, our investment adviser and the results of our operations.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

The lack of liquidity in our investments may adversely affect our business.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized losses.

Our portfolio companies may prepay loans, which prepayment may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.

Our portfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particular investment or investments if there is a downturn in that particular industry.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited by the 1940 Act with respect to the proportion of our assets that may be invested in securities of a single issuer.

We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.

Because we do not hold controlling equity interests in the majority of our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies, which could decrease the value of our investments.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We may be subject to risks associated with syndicated loans.

We may be subject to additional risks if we engage in hedging transactions and/or invest in foreign securities.

We may not realize gains from our equity investments.

We are currently operating in a period of capital markets disruption and economic uncertainty.

Weare subject to risks relating to our securities

We may not be able to pay distributions, our distributions may not grow over time and/or a portion of our distributions may be a return of capital.

If we sell common stock at a discount to our net asset value per share, stockholders who do not participate in such sale will experience immediate dilution in an amount that may be material.

Investing in our common stock may involve an above-average degree of risk.

Shares of closed-end investment companies, including BDCs, often trade at a discount to their net asset value.

The market price of our securities may fluctuate significantly.

The 2026 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have incurred or may incur in the future.

The 2026 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

The indenture under which the 2026 Notes are issued contains limited protection for holders of the 2026 Notes.

An active trading market for the 2026 Notes may not develop or be sustained, which could limit the market price of the 2026 Notes or the ability to sell them.

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If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2026 Notes.

We may choose to redeem the 2026 Notes when prevailing interest rates are relatively low.

A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or our securities, if any, could cause the liquidity or market value of the 2026 Notes to decline significantly.

MANAGEMENTAND OTHER AGREEMENTS

MCAdvisors is located at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. MC Advisors is a registered investment adviserunder the Advisers Act. Subject to the overall supervision of our Board and in accordance with the 1940 Act, MC Advisors managesour day-to-day operations and provides investment advisory services to us. Under the terms of the Investment Advisory and ManagementAgreement, MC Advisors:

determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

assists us in determining what securities we purchase, retain or sell;

identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and

executes, closes, services and monitors the investments we make.

MCAdvisors’ services under the Investment Advisory and Management Agreement are not exclusive, and it is free to furnish similarservices to other entities so long as its services to us are not impaired.

Managementand Incentive Fee

Underthe Investment Advisory and Management Agreement with MC Advisors and subject to the overall supervision of our Board, MC Advisorsprovides investment advisory services to us. For providing these services, MC Advisors receives a fee from us, consisting of twocomponents — a base management fee and an incentive fee.

OnNovember 4, 2019, our Board approved a change to the Investment Advisory Agreement to amend the base management fee structure.Effective July 1, 2019, the base management fee is calculated initially at an annual rate equal to 1.75% of average invested assets(calculated as total assets excluding cash, which includes assets financed using leverage); provided, however, the base managementfee is calculated at an annual rate equal to 1.00% of our average invested assets (calculated as total assets excluding cash,which includes assets financed using leverage) that exceeds the product of (i) 200% and (ii) our average net assets. For the avoidanceof doubt, the 200% is calculated in accordance with the asset coverage limitation as defined in the 1940 Act to give effect toour exemptive relief with respect to MRCC SBIC’s SBA debentures. This change has the effect of reducing our base managementfee rate on assets in excess of regulatory leverage of 1:1 debt to equity to 1.00% per annum. The base management fee is payablequarterly in arrears.

Priorto July 1, 2019, the base management fee was calculated at an annual rate equal to 1.75% of average invested assets (calculatedas total assets excluding cash, which included assets financed using leverage) and was payable quarterly in arrears.

Theincentive fee consists of two parts. The first part is calculated and payable quarterly in arrears based on our pre-incentivefee net investment income for the preceding quarter subject to a total return requirement. Pre-incentive fee net investment incomemeans interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring,diligence and consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerialassistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee,any expenses payable under our administration agreement between us and MC Management (the “Administration Agreement”)and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentivefee net investment income includes, in the case of investments with a deferred interest feature such as market discount, debtinstruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that we have notyet received in cash. MC Advisors is not under any obligation to reimburse us for any part of the incentive fee it received thatwas based on accrued interest that we never actually receive.

Theforegoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentivefee net investment income will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting fromoperations over the then-current and 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid for the 11preceding quarters (the “Incentive Fee Limitation”). Therefore, any ordinary income incentive fee that is payablein a calendar quarter will be limited to the lesser of (i) 20% of the amount by which our pre-incentive fee net investment incomefor such calendar quarter exceeds the 2% hurdle described below, subject to the “catch-up” provision, and (ii) (x)20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quartersminus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose,the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of ourpre-incentive fee net investment income, base management fees, realized gains and losses and unrealized gains and losses for thethen-current and 11 preceding calendar quarters.

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Pre-incentivefee net investment income does not include any realized capital gains or losses or unrealized capital gains or losses. If anydistributions from portfolio companies are characterized as a return of capital, such returns of capital would affect the capitalgains incentive fee to the extent a gain or loss is realized. Because of the structure of the incentive fee, it is possible thatwe may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment incomein excess of the hurdle rate (as defined below) for a quarter, we will pay the applicable incentive fee even if we have incurreda loss in that quarter due to realized and unrealized capital losses.

Pre-incentivefee net investment income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtednessand before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendarquarter, is compared to a fixed “hurdle rate” of 2% per quarter (8% annually). If market interest rates rise, we maybe able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee netinvestment income and make it easier for MC Advisors to surpass the fixed hurdle rate and receive an incentive fee based on suchnet investment income.

Wepay MC Advisors an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 2% (8% annually);

100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.5%) as the “catch-up” provision. The catch-up is meant to provide MC Advisors with 20% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 2.5% in any calendar quarter; and

20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter.

Thesecalculations are adjusted for any share issuances or repurchases during the quarter.

Thefollowing is a graphical representation of the calculation of the income-related portion of the incentive fee:

QuarterlyIncentive Fee Based on Pre-Incentive Fee Net Investment Income

Pre-incentivefee net investment income (expressed as a percentage of the value of net assets)

Percentageof pre-incentive fee net investment income allocated to income-related portion
of incentive fee

Thesecalculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchasesduring the current quarter.

Thesecond part of the incentive fee is a capital gains incentive fee that is determined and payable in arrears as of the end of eachfiscal year (or upon termination of the investment advisory and management agreement, as of the termination date), and equals20% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable toMC Advisors, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses sinceour inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respectto each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals thesum of the differences between the net sales price of each investment, when sold, and the amortized cost of such investment. Cumulativeaggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, isless than the amortized cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sumof the difference, if negative, between the valuation of each investment as of the applicable calculation date and the amortizedcost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculationof the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capitallosses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positiveat the end of such year, then the capital gains incentive fee for such year equals 20% of such amount, less the aggregate amountof any capital gains incentive fees paid in respect of our portfolio in all prior years.

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Examplesof Quarterly Incentive Fee Calculation

Example1: Income Related Portion of Incentive Fee before Total Return Requirement Calculation

Alternative1

Assumptions

Investmentincome (including interest, dividends, fees, etc.) = 1.25%
Hurdle rate (1) = 2%
Management fee (2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 0.6125%

Pre-incentivefee net investment income does not exceed hurdle rate, therefore there is no income-related incentive fee.

Alternative2

Assumptions

Investmentincome (including interest, dividends, fees, etc.) = 3.0%
Hurdle rate (1) = 2%
Management fee (2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.3625%

Incentivefee = 100% × Pre-incentive fee net investment income (subject to “catch-up”) (3)
= 100% × (2.3625% – 2%)
= 0.3625%

Pre-incentivefee net investment income exceeds the hurdle rate, but does not fully satisfy the “catch-up” provision, thereforethe income-related portion of the incentive fee is 0.3625%.

Alternative3

Assumptions

Investmentincome (including interest, dividends, fees, etc.) = 3.5%
Hurdle rate (1) = 2%
Management fee (2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.8625%
Incentive fee = 100% × Pre-incentive fee net investment income (subject to “catch-up”) (3)
Incentive fee = 100% × “catch-up” + (20% × (Pre-incentive fee net investment income – 2.5%))
“Catch-up”   = 2.5% – 2%
=0.5%

Incentivefee = (100% × 0.5%) + (20% × (2.8625% – 2.5%))
=0.5% + (20% × 0.3625%)
=0.5% + 0.0725%
=0.5725%

Pre-incentivefee net investment income exceeds the hurdle rate, and fully satisfies the “catch-up” provision, therefore the incomerelated portion of the incentive fee is 0.5725%.

(1) Represents 8.0% annualized hurdle rate.

(2) Represents 1.75% annualized base management fee.

(3) The “catch-up” provision is intended to provide our investment advisor with an incentive fee of 20% on all pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.5% in any fiscal quarter.

Example2: Income Portion of Incentive Fee with Total Return Requirement Calculation

Assumptions

Hurdlerate (1) = 2%
Management fee (2) = 0.4375%

Otherexpenses (legal, accounting, transfer agent, etc.) = 0.2%

Cumulativeincentive compensation accrued and/or paid for
preceding 11 calendar quarters = $9 million

Alternative1

AdditionalAssumptions

Investmentincome (including interest, dividends, fees, etc.) = 3.50%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.8625%
20.0% of cumulative net increase in net assets resulting from operations over
current and preceding 11 calendar quarters = $8 million

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Althoughour pre-incentive fee net investment income exceeds the hurdle rate of 2.0% (as shown in Alternative 3 of Example 1 above), noincentive fee is payable because 20.0% of the cumulative net increase in net assets resulting from operations over the then currentand 11 preceding calendar quarters did not exceed the cumulative income and capital gains incentive fees accrued and/or paid forthe preceding 11 calendar quarters.

Alternative2

AdditionalAssumptions

InvestmentIncome (including interest, dividends, fees, etc.) = 3.50%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.8625%
20% of cumulative net increase in net assets resulting from operations over
current and preceding 11 calendar quarters = $10 million

Becauseour pre-incentive fee net investment income exceeds the hurdle rate of 2.0% and because 20.0% of the cumulative net increase innet assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative income andcapital gains incentive fees accrued and/or paid for the preceding 11 calendar quarters, an incentive fee would be payable, asshown in Alternative 3 of Example 1 above.

(1) Represents 8.0% annualized hurdle rate.

(2) Represents 1.75% annualized base management fee.

Example3: Capital Gains Portion of Incentive Fee (*)

Alternative1:

Assumptions

Year1:  $20 million investment made in Company A (“Investment A”), and $30 million investment made in CompanyB (“Investment B”)

Year2:  Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32million

Year3:  FMV of Investment B determined to be $25 million

Year4:  Investment B sold for $31 million

Thecapital gains portion of the incentive fee would be:

Year1:  None

Year2:  Capital gains incentive fee of $6 million — ($30 million realized capital gains on sale of InvestmentA multiplied by 20%)

Year3:  None — $5 million (20% multiplied by ($30 million cumulative capital gains less $5 million cumulativecapital depreciation)) less $6 million (previous capital gains fee paid in Year 2)

Year4:  Capital gains incentive fee of $200,000 — $6.2 million ($31 million cumulative realized capitalgains multiplied by 20%) less $6 million (capital gains incentive fee taken in Year 2)

Alternative2

Assumptions

Year1:  $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B(“Investment B”) and $25 million investment made in Company C (“Investment C”)

Year2:  Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determinedto be $25 million

Year3:  FMV of Investment B determined to be $27 million and Investment C sold for $30 million

Year4:  FMV of Investment B determined to be $35 million

Year5:  Investment B sold for $20 million

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Thecapital gains incentive fee, if any, would be:

Year1:  None

Year2:  $5 million capital gains incentive fee — 20% multiplied by $25 million ($30 million realized capitalgains on Investment A less unrealized capital depreciation on Investment B)

Year3:  $1.4 million capital gains incentive fee (1) — $6.4 million (20% multiplied by $32 million($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gainsincentive fee received in Year 2

Year4:  None

Year5:  None — $5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 millionless realized capital losses of $10 million)) less $6.4 million cumulative capital gains incentive fee paid in Year 2 and Year3 (2)

* Thehypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage. There is no guaranteethat positive returns will be realized, and actual returns may vary from those shown in this example.

(1) As illustrated in Year 3 of Alternative 1 above, if we were to be wound up on a date other than our fiscal year end of any year, we may have paid aggregate capital gains incentive fees that are more than the amount of such fees that would be payable if we had been wound up on the fiscal year end of such year.

(2) As noted above, it is possible that the cumulative aggregate capital gains fee received by our investment advisor ($6.4 million) is effectively greater than $5 million (20% of cumulative aggregate realized capital gains less net realized capital losses or net unrealized depreciation ($25 million)).

Paymentof Our Expenses

Allinvestment professionals of MC Advisors and/or its affiliates, when and to the extent engaged in providing investment advisoryand management services to us, and the compensation and routine overhead expenses of personnel allocable to these services tous, are provided and paid for by MC Advisors and not by us. We bear all other out-of-pocket costs and expenses of our operationsand transactions, including, without limitation:

organization and offering;

calculating our net asset value (including the cost and expenses of any independent valuation firm);

fees and expenses incurred by MC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investment and monitoring our investments and portfolio companies on an ongoing basis (although none of MC Advisors’ duties will be subcontracted to sub-advisors);

interest payable on debt, if any, incurred to finance our investments;

offerings of our common stock and other securities;

investment advisory fees;

administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and MC Management based upon our allocable portion of MC Management’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs);

transfer agent, dividend agent and custodial fees and expenses;

federal and state registration fees;

all costs of registration and listing our shares on any securities exchange;

federal, state and local taxes;

independent directors’ fees and expenses;

costs of preparing and filing reports or other documents required by the SEC or other regulators;

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costs of any reports, proxy statements or other notices to stockholders, including printing costs;

fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;

proxy voting expenses; and

all other expenses incurred by us or MC Management in connection with administering our business.

Durationand Termination

Unlessterminated earlier as described below, the Investment Advisory and Management Agreement will continue in effect from year to yearif approved annually by our Board or by the affirmative vote of the holders of a majority of our outstanding voting securities,and, in either case, if also approved by a majority of our directors who are not “interested persons.” The InvestmentAdvisory and Management Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by MC Advisorsand may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. The holdersof a majority of our outstanding voting securities may also terminate the Investment Advisory and Management Agreement withoutpenalty. See “Risk Factors — Risks Relating to Our Business and Structure — We depend uponMC Advisors’ senior management for our success, and upon its access to the investment professionals of Monroe Capital andits affiliates” and “Risk Factors — Risks Relating to Our Business and Structure — MCAdvisors can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resultingin a disruption in our operations that could adversely affect our financial condition, business and results of operations.”

Indemnification

TheInvestment Advisory and Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performanceof its duties or by reason of the reckless disregard of its duties and obligations, MC Advisors and its affiliates’ respectiveofficers, directors, members, managers, stockholders and employees are entitled to indemnification from us from and against anyclaims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connectionwith our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the InvestmentAdvisory and Management Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregardof such person’s duties under the Investment Advisory and Management Agreement.

AdministrationAgreement

Pursuantto an Administration Agreement, MC Management furnishes us with office facilities and equipment and provides us clerical, bookkeepingand record keeping and other administrative services at such facilities. Under the Administration Agreement, MC Management performs,or oversees the performance of, our required administrative services, which include, among other things, being responsible forthe financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.MC Management also assists us in determining and publishing our net asset value, oversees the preparation and filing of our taxreturns, prints and disseminates reports to our stockholders and generally oversees the payment of our expenses and the performanceof administrative and professional services rendered to us by others. Under the Administration Agreement, MC Management also providesmanagerial assistance on our behalf to those portfolio companies that have accepted our offer to provide such assistance.

Paymentsunder the Administration Agreement are equal to an amount based upon our allocable portion (subject to the review and approvalof our Board) of MC Management’s overhead in performing its obligations under the Administration Agreement, including rentand our allocable portion of the cost of our officers, including our chief financial officer and chief compliance officer andtheir respective staffs. Unless terminated earlier as described below, the Administration Agreement will continue in effect fromyear to year with the approval of our Board. The Administration Agreement may be terminated by either party without penalty upon60 days’ written notice to the other party.

MCManagement may retain third parties to assist in providing administrative services to us. To the extent that MC Management outsourcesany of its functions, we pay the fees associated with such functions on a direct basis without profit to MC Management. We reimburseMC Management for the allocable portion (subject to the review and approval of our Board) of MC Management’s overhead andother expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expensesassociated with performing compliance functions, and our allocable portion of the cost of our chief financial officer and chiefcompliance officer and their respective staffs. For the years ended December 31, 2020, 2019 and 2018, we incurred $3.3 million,$3.5 million and $3.4 million in administrative expenses (included within Professional fees, Administrative service fees and Generaland administrative expenses on the consolidated statements of operations) under the Administration Agreement, respectively, ofwhich $1.3 million, $1.3 million and $1.3 million, respectively, was related to MC Management overhead and salary allocation andpaid directly to MC Management.

Indemnification

TheAdministration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its dutiesor by reason of the reckless disregard of its duties and obligations, MC Management and its affiliates’ respective officers,directors, members, managers, stockholders and employees are entitled to indemnification from us from and against any claims orliabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with ourbusiness and operations or any action taken or omitted on our behalf pursuant to authority granted by the Administration Agreement,except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s dutiesunder the Administration Agreement.

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LicenseAgreement

Wehave entered into a license agreement with Monroe Capital under which Monroe Capital has agreed to grant us a non-exclusive, royalty-freelicense to use the name “Monroe Capital.” Under this agreement, we have a right to use the “Monroe Capital”name for so long as MC Advisors or one of its affiliates remains our investment advisor. Other than with respect to this limitedlicense, we have no legal right to the “Monroe Capital” name. This license agreement will remain in effect for solong as the Investment Advisory and Management Agreement with MC Advisors is in effect.

StaffingAgreement

Wedo not have any internal employees. We depend on the diligence, skill and network of business contacts of the senior investmentprofessionals of MC Advisors to achieve our investment objective. MC Advisors is an affiliate of Monroe Capital and depends uponaccess to the investment professionals and other resources of Monroe Capital and Monroe Capital’s affiliates to fulfillits obligations to us under the Investment Advisory and Management Agreement. MC Advisors also depends upon Monroe Capital toobtain access to deal flow generated by the professionals of Monroe Capital and its affiliates. Under the Staffing Agreement,MC Management provides MC Advisors with the resources necessary to fulfill these obligations. The Staffing Agreement providesthat MC Management will make available to MC Advisors experienced investment professionals and access to the senior investmentpersonnel of Monroe Capital for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. TheStaffing Agreement also includes a commitment that the members of MC Advisors’ investment committee serve in such capacity.The Staffing Agreement remains in effect until terminated and may be terminated by either party without penalty upon 60 days’written notice to the other party. Services under the Staffing Agreement are provided to MC Advisors on a direct cost reimbursementbasis, and such fees are not our obligation.

BoardApproval of the Investment Advisory and Management Agreement and Staffing Agreement

Ata meeting of our Board held on July 30, 2020, our Board, including directors who are not “interested persons” as definedin the 1940 Act, voted unanimously to approve and continue the Investment Advisory and Management Agreement for another annualperiod in accordance with the requirements of the 1940 Act. The approval included consideration and approval of the specific individualsprovided through the Staffing Agreement between MC Advisors and MC Management that comprise our investment committee. In reachinga decision to approve and continue the investment advisory agreement and investment committee, the Board reviewed a significantamount of information and considered, among other things:

Nature, Quality and Extent of Services . Our Board reviewed information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement and Staffing Agreement, including the specific approval of the members of the investment committee to be provided pursuant to the Staffing Agreement. Our Board considered the nature, extent and quality of the investment selection process employed by MC Advisors and the experience of the members of the investment committee. Our Board concluded that the services to be provided under the Investment Advisory Agreement are consistent with those of comparable BDCs described in the available market data.

The reasonableness of the fees paid to MC Advisors . Our Board considered comparative data based on publicly available information on other BDCs with respect to services rendered and the advisory fees (including the management fees and incentive fees) of other BDCs as well as our projected operating expenses and expense ratio compared to other BDCs. Our Board also considered the profitability of MC Advisors. Based upon its review, our Board concluded that the fees to be paid under the Investment Advisory Agreement are reasonable compared to other BDCs.

Investment Performance . Our Board reviewed our investment performance as well as comparative data with respect to the investment performance of other externally managed BDCs. Our Board concluded that MC Advisors was delivering results consistent with our investment objective over the most recently completed period.

Economies of Scale . Our Board addressed the potential for MC Advisors to realize economies of scale in managing our assets, and determined that at this time they did not expect economies of scale to be realized by MC Advisors.

Basedon the information reviewed and the discussions detailed above, our Board, including all of the directors who are not “interestedpersons” as defined in the 1940 Act, concluded that the investment advisory fee rates and terms are fair and reasonablein relation to the services provided and approved the investment advisory agreement and its continuation as being in the bestinterests of our stockholders. MC Advisors bears all expenses related to the services and personnel provided pursuant to the StaffingAgreement.

VALUATIONPROCESS AND DETERMINATION OF NET ASSET VALUE

Thenet asset value per share of our outstanding shares of common stock is determined quarterly by dividing the value of total assetsminus liabilities by the total number of shares outstanding. We calculate the value of our total assets in accordance with thefollowing procedures.

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Investmentsfor which market quotations are readily available and within a recent date are valued at such market quotations. We may also obtainindicative prices with respect to certain of our investments from pricing services or brokers or dealers in order to value suchinvestments. We expect that there will not be a readily available market value within a recent date for many of our investments;those debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fairvalue as determined in good faith by our Board using a documented valuation policy and a consistently applied valuation process.

OurBoard is ultimately and solely responsible for determining the fair value of the portfolio investments that are not publicly traded,whose market prices are not readily available on a quarterly basis in good faith or any other situation where portfolio investmentsrequire a fair value determination.

Withrespect to investments for which market quotations are not readily available, our Board undertakes a multi-step valuation processeach quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of MC Advisors responsible for the credit monitoring of the portfolio investment;

our Board engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of investments for which market quotations are not readily available. We will consult with independent valuation firm(s) relative to each portfolio company at least once in every calendar year, but the independent appraisals are generally received quarterly for each investment;

to the extent an independent valuation firm is not engaged to conduct an investment appraisal on an investment for which market quotations are not readily available, the investment will be valued by the MC Advisors investment professional responsible for the credit monitoring;

preliminary valuation conclusions are then documented and discussed with the investment committee of MC Advisors;

the audit committee of our Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and MC Advisors adjusts or further supplements the valuation recommendations to reflect any comments provided by the audit committee; and

our Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.

Thevaluation technique utilized in the determination of fair value is affected by a wide variety of factors including the type ofinvestment, whether the investment is new and not yet established in the marketplace, and other characteristics particular tothe transaction. Our Board generally uses the income approach to determine fair value for loans where market quotations arenot readily available, as long as it is appropriate. If there is deterioration in credit quality or a debt investment is in workoutstatus, we may consider other factors in determining the fair value, including the value attributable to the debt investment fromthe enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. This liquidationanalysis may also include probability weighting of alternative outcomes. We generally consider our debt to be performing if theborrower is not in default, the borrower is remitting payments in a timely manner, the loan is in covenant compliance and theloan is otherwise not deemed to be impaired. In determining the fair value of the performing debt, we consider fluctuations incurrent interest rates, the trends in yields of debt instruments with similar credit ratings, financial condition of the borrower,economic conditions and other relevant factors, both qualitative and quantitative. In the event that a debt instrument is notperforming, as defined above, we will evaluate the value of the collateral utilizing the same framework described above for aperforming loan to determine the value of the debt instrument. See Note 4 to the accompanying consolidated financial statementsfor additional information on the determination of fair value.

Wereport our investments at fair value with changes in value reported through our consolidated statements of operations under thecaption “unrealized gain (loss).” In determining fair value, we are required to assume that portfolio investmentsare to be sold in the principal market to market participants, or in the absence of a principal market, the most advantageousmarket, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageousmarket that are independent, knowledgeable, and willing and able to transact. The market in which we can exit portfolio investmentswith the greatest volume and level activity is considered our principal market.

Determinationof fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements expressthe uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidatedfinancial statements.

COMPETITION

Wecompete with a number of specialty and commercial finance companies to make the types of investments that we make in middle-marketcompanies, including BDCs, traditional commercial banks, private investment funds, regional banking institutions, small businessinvestment companies, investment banks and insurance companies. Additionally, with increased competition for investment opportunities,alternative investment vehicles such as hedge funds may invest in areas they have not traditionally invested in or from whichthey had withdrawn during the recent economic downturn, including investing in middle-market companies. As a result, competitionfor investments in lower middle-market companies has intensified, and we expect that trend to continue. Many of our existing andpotential competitors are substantially larger and have considerably greater financial, technical and marketing resources thanwe do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us.In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them toconsider a wider variety of investments and establish more relationships than us.

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Weuse the expertise of the investment professionals of MC Advisors to assess investment risks and determine appropriate pricingand terms for investments in our loan portfolio. In addition, we expect that the relationships of the senior professionals ofMC Advisors will enable us to learn about, and compete effectively for, investment opportunities with attractive middle-marketcompanies, independently or in conjunction with the private equity clients of MC Advisors. For additional information concerningthe competitive risks we face, see “Risk Factors — Risks Relating to Our Business and Structure —We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”

INFORMATIONTECHNOLOGY

Weutilize a number of industry standard practices and software packages to secure, protect, manage and back up all corporate data.We outsource portions of our information technology function to efficiently monitor and maintain our systems. Also, we conducta daily backup of our systems to ensure the security and stability of the network.

ELECTIONTO BE TAXED AS A RIC

Asa BDC, we have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally do not have to pay corporate-levelU.S. federal income taxes on any ordinary income or capital gains that we timely distribute to our stockholders as dividends.To continue to qualify as a RIC, we must, among other things, meet certain source-of income and asset diversification requirements(as described below). In addition, we must distribute to our stockholders, for each taxable year, at least 90% of our “investmentcompany taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gainsover realized net long-term capital losses (the “Annual Distribution Requirement”). Generally, we would expect thesedistributions to be taxable to our stockholders as ordinary income and not to be eligible for the reduced maximum tax rates associatedwith qualified dividends.

TAXATIONAS A RIC

Ifwe continue to:

qualify as a RIC; and

satisfy the Annual Distribution Requirement;

thenwe will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gains,defined as net long-term capital gains in excess of net short-term capital losses we distribute to our stockholders.

Wewill be subject to U.S. federal income tax at the regular corporate rates on any net income or net capital gain not distributed(or deemed distributed) to our stockholders.

Wewill be subject to a 4% nondeductible federal excise tax on our undistributed income unless we distribute in a timely manner anamount at least equal to the sum of (a) 98% of our ordinary income for each calendar year, (b) 98.2% of our capital gain net income(both long-term and short-term) for the one-year period ending October 31 in that calendar year and (c) any income realized, butnot distributed, in the preceding years (the “Excise Tax Avoidance Requirement”). For this purpose, however, any ordinaryincome or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendaryear will be considered to have been distributed by year end. For the years ended December 31, 2020, 2019 and 2018, we recorded$0.4 million, $10 thousand and $11 thousand on our consolidated statements of operations for U.S. federal excise taxes.

Inorder to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

meet the Annual Distribution Requirement;

qualify to be treated as a BDC under the 1940 Act at all times during each taxable year;

derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) (the “90% Income Test”); and

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diversify our holdings so that at the end of each quarter of the taxable year:

at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and

no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships (the “Diversification Tests”).

Tothe extent that we invest in entities treated as partnerships for U.S. federal income tax purposes (other than a “qualifiedpublicly traded partnership”), we generally must include the items of gross income derived by the partnerships for purposesof the 90% Income Test, and the income that is derived from a partnership (other than a “qualified publicly traded partnership”)will be treated as qualifying income for purposes of the 90% Income Test only to the extent that such income is attributable toitems of income of the partnership which would be qualifying income if realized by us directly. In addition, we generally musttake into account our proportionate share of the assets held by partnerships (other than a “qualified publicly traded partnership”)in which we are a partner for purposes of the Diversification Tests.

Inorder to prevent our receipt of income that would not satisfy the 90% Income Test, we have established and may establishadditional special purpose corporations to hold assets from which we do not anticipate earning dividend, interest or otherqualifying income under the 90% Income Test. Any investments held through a special purpose corporation would generally besubject to U.S. federal income taxes and other taxes, and therefore would be expected to achieve a reduced after-taxyield.

Wemay be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. Forexample, for debt obligations that are treated under applicable tax rules as having original issue discount (such as debtinstruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include inincome each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whethercash representing such income is received by us in the same taxable year. We may also have to include in our income otheramounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of theloan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income will continueto constitute original issue discount or other income required to be included in taxable income prior to receipt ofcash.

Becauseany original issue discount or other amounts accrued are included in our investment company taxable income in the year ofthe accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement,even though we will not have received the corresponding cash amount. As a result, we may have difficulty meeting the Annual DistributionRequirement. We may have to sell some of our investments at times and/or at prices we do not consider advantageous, raise additionaldebt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources,we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

Gainor loss realized from warrants as well as any loss attributable to the lapse of such warrants generally will betreated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held aparticular warrant.

Ourinvestments in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield onthose securities would be decreased. Stockholders will generally not be entitled to claim a credit or deduction with respect tonon-U.S. taxes paid by us.

Ifwe purchase shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S. federalincome tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such incomeis distributed as a taxable dividend by us to our stockholders. Additional charges in the nature of interest may be imposed onus in respect of deferred taxes arising from such distributions or gains. If we invest in a PFIC and elect to treat the PFIC asa “qualified electing fund” (a “QEF”), under the Code, in lieu of the foregoing requirements, we willbe required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such incomeis not distributed to us. Alternatively, we can elect to mark-to-market at the end of each taxable year our shares in a PFIC;in that case, we will recognize as ordinary income any increase in the value of such shares and as ordinary loss any decreasein such value to the extent it does not exceed prior increases included in income. Under either election, we may be required torecognize in a year income in excess of our distributions from PFICs and our proceeds from dispositions of PFIC stock during thatyear, and such income will be taken into account for purposes of the Annual Distribution Requirement and the 4% federal excisetax.

UnderSection 988 of the Code, gain or loss attributable to fluctuations in exchange rates between the time we accrue income, expenses,or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilitiesis generally treated as ordinary income or loss. Similarly, gain or loss on foreign currency forward contracts and the dispositionof debt denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisitionand disposition dates, are also treated as ordinary income or loss.

Throughour use of leverage, we are subject to certain financial covenants that could limit our ability to make distributions to our stockholders.In addition, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations andother senior securities are outstanding unless certain “asset coverage” tests are met. If we are unable to make sufficientdistributions to satisfy the Annual Distribution Requirement, we may fail to qualify as a RIC.

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Althoughwe do not expect to do so, we are authorized (subject to our financial covenants and 1940 Act asset coverage tests) to borrowfunds and to sell assets in order to satisfy the Annual Distribution Requirement and to eliminate or minimize our liabilityfor U.S. federal income tax and the 4% federal excise tax. However, our ability to dispose of assets to make distributionsmay be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC,including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or to avoidthe 4% federal excise tax, we may make such dispositions at times that, from an investment standpoint, are notadvantageous.

Ifwe fail to satisfy the Annual Distribution Requirement or otherwise fail to qualify as a RIC in any taxable year, and certainrelief provisions are not available, we will be subject to tax in that year on all of our taxable income, regardless of whetherwe make any distributions to our stockholders. In that case, all of such income will be subject to corporate-level U.S. federalincome tax, reducing the amount available to be distributed to our stockholders. See “Failure to Qualify as a RIC”below for more information.

Asa RIC, we are not allowed to carry forward or carry back a net operating loss for purposes of computing our investment companytaxable income in other taxable years. We generally are permitted to carry forward for an indefinite period any capital lossesnot used to offset capital gains. However, future transactions that we engage in may cause our ability to use any capital losscarry forwards, and unrealized losses once realized, to be limited under Section 382 of the Code.

Certainof our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things:(i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capitalgain and qualified dividend income into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary lossor a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain withouta corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of stock or securities is deemedto occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that willnot be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certaintax decisions in order to mitigate the potential adverse effects of these provisions.

Asdescribed above, to the extent that we invest in equity securities of entities that are treated as partnerships for U.S. federalincome tax purposes, the effect of such investments for purposes of the 90% Income Test and the Diversification Tests will dependon whether or not the partnership is a “qualified publicly traded partnership” (as defined in the Code). If the partnershipis a “qualified publicly traded partnership,” the net income derived from such investments will be qualifying incomefor purposes of the 90% Income Test and will be “securities” for purposes of the Diversification Tests. If the partnership,however, is not treated as a “qualified publicly traded partnership,” then the consequences of an investment in thepartnership will depend upon the amount and type of income and assets of the partnership allocable to us. The income derived fromsuch investments may not be qualifying income for purposes of the 90% Income Test and, therefore, could adversely affect our qualificationas a RIC. We intend to monitor our investments in equity securities of entities that are treated as partnerships for U.S. federalincome tax purposes to prevent our disqualification as a RIC.

FAILURETO QUALIFY AS A RIC

Ifwe fail the 90% Income Test or the Diversification Tests for any taxable year or quarter of such taxable year, we may neverthelesscontinue to qualify as a RIC for such year if certain relief provisions of the Code apply (which, among other things may requireus to pay certain corporate-level federal taxes or to dispose of certain assets). If we are unable to qualify for treatment asa RIC and are unable to cure the failure, we would be subject to U.S. federal income tax on all of our taxable income at regularcorporate rates. We would not be able to deduct distributions to our stockholders, nor would they be required to be made. In theevent of such a failure to qualify, distributions, including distributions of net long-term capital gain, would generally be taxableto our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject tocertain limitations under the Code, our corporate stockholders would be eligible to claim a dividend received deduction with respectto such dividend; our non-corporate stockholders would generally be able to treat such dividends as “qualified dividendincome,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulatedearnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and anyremaining distributions would be treated as a capital gain. In order to qualify as a RIC, in addition to the other requirementsdiscussed above, we would be required to distribute all of our previously undistributed earnings and profits attributable to anyperiod prior to us becoming a RIC by the end of the first year that we intend to qualify as a RIC. To the extent that we haveany net built-in gains in our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate lossesthat would have been realized with respect to such assets if we had been liquidated) as of the beginning of the first year thatwe qualify as a RIC, we would be subject to a corporate-level U.S. federal income tax on such built-in gains if and when recognizedover the next ten years (or shorter applicable period). Alternatively, we may choose to recognize such built-in gains immediatelyprior to our qualification as a RIC.

Ifwe have previously qualified as a RIC, but are subsequently unableto qualify for treatment as a RIC, and certain amelioration provisions are not applicable, we would be subject to tax on all ofour taxable income (including our net capital gains) at regular corporate rates. We would not be able to deduct distributionsto our stockholders, nor would they be required to be made. Distributions, including distributions of net long-term capital gain,would generally be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earningsand profits. Subject to certain limitations under the Code, our corporate stockholders would be eligible to claim a dividend receiveddeduction with respect to such dividend; our non-corporate stockholders would generally be able to treat such dividends as “qualifieddividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current andaccumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis,and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirementsdiscussed above, we would be required to distribute all of our previously undistributed earnings attributable to the period wefailed to qualify as a RIC by the end of the first year that we intend to requalify as a RIC. If we fail to requalify as a RICfor a period greater than two taxable years, we may be subject to regular corporate tax on any net built-in gains with respectto certain of our assets ( i.e. , the excess of the aggregate gains, including items of income, over aggregate losses thatwould have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalificationor when recognized over the next five years.

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REGULATION

Weare a BDC under the 1940 Act and have elected to be treated as a RIC under the Code. The 1940 Act contains prohibitions and restrictionsrelating to transactions between BDCs and their affiliates (including any investment advisors), principal underwriters and affiliatesof those affiliates or underwriters and requires that a majority of the directors of a BDC be persons other than “interestedpersons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the natureof our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding votingsecurities.

Wemay invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respectto such securities, we may, for the purpose of public resale, be deemed an “underwriter” as that term is defined inthe Securities Act. Our intention is to not write (sell) or buy put or call options to manage risks associated with the publiclytraded securities of our portfolio companies, except that we may enter into hedging transactions to manage the risks associatedwith interest rate fluctuations. However, we may purchase or otherwise receive warrants to purchase the common stock of our portfoliocompanies in connection with acquisition financing or other investments. Similarly, in connection with an acquisition, we mayacquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances.We also do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Underthese limits, we generally cannot acquire more than 3% of the total outstanding voting stock of any registered investment company,invest more than 5% of the value of our total assets in the securities of one investment company or invest, in the aggregate,more than 10% of the value of our total assets in the securities of more than one investment company. With regard to that portionof our portfolio invested in securities issued by investment companies, it should be noted that such investments might subjectour stockholders to additional expenses. None of these policies are fundamental and may be changed to the extent permitted bylaw without stockholder approval.

TheSBIC license allows our subsidiary, MRCC SBIC, to obtain leverage by issuing SBA debentures, subject to the issuance of a leveragecommitment by the SBA and other customary procedures. SBA debentures are non-recourse, interest only debentures with interestpayable semi-annually and a 10-year maturity. The principal amount of SBA debentures is not required to be paid prior tomaturity but may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed on a semi-annual basis (poolingdate) at a market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, has a superior claimto MRCC SBIC’s assets over our stockholders in the event we liquidate MRCC SBIC or the SBA exercises its remedies underthe SBA debentures issued to MRCC SBIC upon an event of default.

SBICsare designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may makeloans to eligible small businesses and invest in the equity securities of small businesses. Under present SBA regulations, eligiblesmall businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average after tax netincome not exceeding $6.5 million for the two most recent fiscal years. In addition, an SBIC must devote 25% of its investmentactivity to “smaller” concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding$6.0 million and has average after tax net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulationsalso provide alternative size standard criteria to determine eligibility, which depends on the industry in which the businessis engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may makelong-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisoryservices.

SBAregulations currently limit the amount that an individual SBIC may borrow to a maximum of $175.0 million when it has at least$87.5 million in regulatory capital, receives a leverage commitment from the SBA and has been through an audit examination bythe SBA subsequent to licensing. The SBA also limits a related group of SBICs (commonly referred to as a “familyof funds”) to a maximum of $350.0 million in total borrowings.

OnOctober 2, 2014, we received exemptive relief from the SEC to permit us to exclude the debt of MRCC SBIC guaranteed by the SBAfrom the asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the asset coveragetest by permitting us to borrow, through MRCC SBIC, more than we would otherwise be able to absent the receipt of this exemptiverelief. This provides us with increased investment flexibility but also increases our risks related to leverage. For a discussionof the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Regulationsgoverning our operation as a BDC affect our ability to and the way in which we raise additional capital” and “RiskFactors — Risks Relating to Our Business and Structure — We maintain a revolving credit facility and use other borrowedfunds to make investments or fund our business operations, which exposes us to risks typically associated with leverage and increasesthe risk of investing in us.”

TheSBA restricts the ability of SBICs to repurchase their capital stock. SBA regulations also include restrictions on a “changeof control” or transfer of an SBIC and require that SBICs invest idle funds in accordance with SBA regulations. In addition,our current and any future SBIC subsidiaries may also be limited in their ability to make distributions to us if they do not havesufficient capital, in accordance with SBA regulations.

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MRCCSBIC is subject to regulation and oversight by the SBA, including requirements with respect to maintaining certain minimum financialratios and other covenants. Receipt of a SBIC license does not assure that MRCC SBIC will receive additional SBA debenture funding,which is dependent upon MRCC SBIC’s continuing to be in compliance with SBA regulations and policies.

QUALIFYINGASSETS

Underthe 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which arereferred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent at least70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:

(a) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer that:

is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

satisfies either of the following:

does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or

is controlled by a BDC or a group of companies including a BDC, and such BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.

(b) Securities of any eligible portfolio company which we control.

(c) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident to such a private transaction, if the issuer is in bankruptcy and subject to reorganization, or, if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(d) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity securities of the eligible portfolio company.

(e) Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating to such securities.

(f) Cash, cash equivalents, U.S. government securities or high-quality debt securities that mature in one year or less from the date of investment.

Theregulations defining qualifying assets may change over time. We may adjust our investment focus as needed to comply with and/ortake advantage of any regulatory, legislative, administrative or judicial actions in this area. Investments in the securitiesof companies domiciled in or with their principal places of business outside of the United States, are not qualifying assets.In accordance with Section 55(a) of the 1940 Act, we cannot invest more than 30% of our assets in non-qualifying assets.

MANAGERIALASSISTANCE TO PORTFOLIO COMPANIES

ABDC must have been organized and have its principal place of business in the United States and must be operated for the purposeof making investments in the types of securities described above. However, in order to count portfolio securities as qualifyingassets for the purpose of the 70% test, a BDC must either control the issuer of securities or must offer to make available tothe issuer of the securities significant managerial assistance. However, when a BDC purchases securities in conjunction with oneor more other persons acting together, one of the other persons in the group may make available such managerial assistance. Makingavailable managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers, employeesor agents offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operationsor business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participationin board and management meetings, consulting with and advising a portfolio company’s officers or other organizational orfinancial guidance. MC Advisors or its affiliates provide such managerial assistance on our behalf to portfolio companies thatrequest this assistance.

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TEMPORARYINVESTMENTS

Pendinginvestments in other types of qualifying assets, as described above, our investments may consist of cash, cash equivalents, U.S.government securities and high-quality debt investments that mature in one year or less from the date of investment, which werefer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets or temporary investments. Wemay invest in U.S. Treasury bills or in repurchase agreements, so long as the agreements are fully collateralized by cash or securitiesissued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specifiedsecurity and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greaterthan the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportionof our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchaseagreements from a single counterparty, we would not meet the Diversification Tests in order to qualify as a RIC for U.S. federalincome tax purposes. Accordingly, we do not intend to enter into repurchase agreements with a single counterparty in excess ofthis limit. MC Advisors monitors the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

SENIORSECURITIES

Weare generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior toour common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance.In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholdersor the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distributionor repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes withoutregard to asset coverage. We consolidate our financial results with all of our wholly-owned subsidiaries, including MRCC SBIC,for financial reporting purposes and measure our compliance with the leverage test applicable to BDCs under the 1940 Act on aconsolidated basis. On October 2, 2014, we received exemptive relief from the SEC to permit us to exclude the debt of our SBICsubsidiaries from our asset coverage test under the 1940 Act. As such, our ratio of total consolidated assets to outstanding indebtednessmay be less than 150%. This provides us with increased investment flexibility but also increases our risks related to leverage.For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital”and “Risk Factors — Risks Relating to Our Business and Structure — We maintain a revolving credit facility anduse other borrowed funds to make investments or fund our business operations, which exposes us to risks typically associated withleverage and increases the risk of investing in us.”

CODESOF ETHICS

Weand MC Advisors have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personalinvestments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities fortheir personal investment accounts, including securities that may be purchased or held by us, so long as such investments aremade in accordance with the code’s requirements. You may access our code of ethics on our website at www.monroebdc.com. The date and substance of amendments to the code, if any, are noted on the cover page of the code of ethics. In addition,each code of ethics is attached as an exhibit to our registration statement and is available on the EDGAR Database on the SEC’swebsite at www.sec.gov. You may also obtain copies of each code of ethics, after paying a duplicating fee, by electronicrequest at the following e-mail address: publicinfo@sec.gov.

PROXYVOTING POLICIES AND PROCEDURES

Wehave delegated our proxy voting responsibility to MC Advisors. The proxy voting policies and procedures of MC Advisors are setout below. The guidelines are reviewed periodically by MC Advisors and our directors who are not “interested persons,”and, accordingly, are subject to change. For purposes of these proxy voting policies and procedures described below, “we,” “our” and “us” refer to MC Advisors.

Introduction

Asan investment advisor registered under the Advisers Act, we have a fiduciary duty to act solely in the best interests of our clients.As part of this duty, we recognize that we must vote client securities in a timely manner free of conflicts of interest and inthe best interests of our clients.

Thesepolicies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, andRule 206(4)-6 under, the Advisers Act.

ProxyPolicies

Wevote proxies relating to our portfolio securities in what we perceive to be the best interest of our clients’ stockholders.We review on a case-by-case basis each proposal submitted to a stockholder vote to determine its effect on the portfolio securitiesheld by our clients. In most cases we will vote in favor of proposals that we believe are likely to increase the value of theportfolio securities held by our clients. Although we will generally vote against proposals that may have a negative effect onour clients’ portfolio securities, we may vote for such a proposal if there exist compelling long-term reasons to do so.

Ourproxy voting decisions are made by those senior officers who are responsible for monitoring each of our clients’ investments.To ensure that our vote is not the product of a conflict of interest, we require that (a) anyone involved in the decision-makingprocess disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he orshe has had with any interested party regarding a proxy vote and (b) employees involved in the decision making process or voteadministration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence frominterested parties. Where conflicts of interest may be present, we will disclose such conflicts to our client, including thosedirectors who are not interested persons and we may request guidance from such persons on how to vote such proxies for their account.

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ProxyVoting Records

Youmay obtain information about how we voted proxies for Monroe Capital Corporation by making a written request for proxy votinginformation to: Monroe Capital Corporation, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Chief ComplianceOfficer, or by calling Monroe Capital Corporation at (312) 258-8300. The SEC also maintains a website at www.sec.gov thatcontains such information.

COMPLIANCEPOLICIES AND PROCEDURES

Weand MC Advisors have adopted and implemented written policies and procedures reasonably designed to prevent violation of federalsecurities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectivenessof their implementation. Our chief compliance officer is responsible for administering these policies and procedures.

PRIVACYPRINCIPLES

Weare committed to maintaining the privacy of our stockholders and to safeguarding their nonpublic personal information. The followinginformation is provided to help you understand what personal information we collect, how we protect that information and why,in certain cases, we may share information with select other parties.

Generally,we do not receive any nonpublic personal information relating to our stockholders, although certain nonpublic personal informationof our stockholders may become available to us. We do not disclose any nonpublic personal information about our stockholders orformer stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example,to a transfer agent or third-party administrator).

Werestrict access to nonpublic personal information about our stockholders to employees of MC Management and its affiliates witha legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to protectthe nonpublic personal information of our stockholders.

OTHER

Weare required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny andembezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to MonroeCapital Corporation or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard ofthe duties involved in the conduct of such person’s office.

Weand MC Advisors are each required to adopt and implement written policies and procedures reasonably designed to prevent violationof relevant federal securities laws, obtain approval of the Board of these policies and procedures, review these policies andprocedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officerto be responsible for administering the policies and procedures.

Wemay also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates withoutthe prior approval of our Board who are not interested persons and, in some cases, prior approval by the SEC. The SEC hasinterpreted the BDC prohibition on transactions with affiliates to prohibit “joint transactions” among entitiesthat share a common investment advisor. The staff of the SEC has granted no-action relief permitting purchases of a singleclass of privately placed securities provided that the advisor negotiates no term other than price and certain otherconditions are met. Any co-investment would be made subject to compliance with existing regulatory guidance, applicableregulations and our allocation procedures. If opportunities arise that would otherwise be appropriate for us and for anotherfund advised by MC Advisors to invest in different securities of the same issuer, MC Advisors will need to decide which fundwill proceed with the investment. Moreover, except in certain circumstances, we are unable to invest in any issuer in whichanother fund advised by MC Advisors has previously invested.

On October 15, 2014,we, along with MC Advisors and certain other funds and accounts sponsored or managed by MC Advisors and its affiliates,received exemptive relief from the SEC that permits us greater flexibility to negotiate the terms of co-investments if ourBoard determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by MC Advisors orits affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions aswell as regulatory requirements and other pertinent factors. We believe that co-investment by us and accounts sponsored ormanaged by MC Advisors and its affiliates may afford us additional investment opportunities and the ability to achievegreater diversification.

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POLICIESAND PROCEDURES FOR MANAGING CONFLICTS

Asof December 31, 2020, affiliates of MC Advisors manage other assets in nine closed-end funds, two small business investment companiesand 20 private funds that also have an investment strategy focused primarily on senior, unitranche and junior secured debt andto a lesser extent, unsecured subordinated debt to lower middle-market companies. In addition, MC Advisors manages our wholly-ownedSBIC subsidiary, MRCC SBIC, as the manager of MRCC SBIC’s general partner, a private BDC, Monroe Capital Income Plus Corporation,and it may manage other entities in the future with an investment focus similar to ours. To the extent that we compete with entitiesmanaged by MC Advisors or any of its affiliates for a particular investment opportunity, MC Advisors will allocate investmentopportunities across the entities for which such opportunities are appropriate, consistent with (a) its internal conflict of interestand allocation policies, (b) the requirements of the Advisers Act and (c) certain restrictions under the 1940 Act and rules thereunderregarding co-investments with affiliates. MC Advisors’ allocation policies are intended to ensure that we may generallyshare equitably with other investment funds or other investment vehicles managed by MC Advisors or its affiliates in investmentopportunities, particularly those involving a security with limited supply or involving differing classes of securities of thesame issuer which may be suitable for us and such other investment funds or other investment vehicles.

MCAdvisors and/or its affiliates may in the future sponsor or manage investment funds, accounts, or other investment vehicles withsimilar or overlapping investment strategies and have put in place a conflict-resolution policy that addresses the co-investmentrestrictions set forth under the 1940 Act. MC Advisors will seek to ensure an equitable allocation of investment opportunitieswhen we are able to invest alongside other accounts managed by MC Advisors and its affiliates. We received exemptive relief fromthe SEC on October 15, 2014 that permits greater flexibility relating to co-investments, subject to certain conditions. When weinvest alongside such other accounts as permitted under the 1940 Act, pursuant to SEC staff interpretation, and pursuant to ourexemptive relief from the SEC that would permit greater flexibility relating to co-investments, such investments will be madeconsistent with such relief and MC Advisors’ allocation policy. Under this allocation policy, a fixed percentage of eachopportunity, which may vary based on asset class and from time to time, will be offered to us and similar eligible accounts, asperiodically determined by MC Advisors and approved by our Board, including a majority of our independent directors. The allocationpolicy provides that allocations among us and other accounts will generally be made pro rata based on each account’s capitalavailable for investment, as determined, in our case, by our Board, including a majority of our independent directors. It is ourpolicy to base our determinations as to the amount of capital available for investment on such factors as the amount of cash onhand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirementsand other investment policies and restrictions set by our Board, or imposed by applicable laws, rules, regulations or interpretations.We expect that these determinations will be made similarly for other accounts. In situations where co-investment with other entitiessponsored or managed by MC Advisors or its affiliates is not permitted or appropriate, such as when there is an opportunity toinvest in different securities of the same issuer, MC Advisors will need to decide whether we or such other entity or entitieswill proceed with the investment. MC Advisors will make these determinations based on its policies and procedures which will generallyrequire that such opportunities be offered to eligible accounts on a basis that is fair and equitable over time.

AVAILABLEINFORMATION

Weintend to make this Annual Report on Form 10-K, as well as our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-Kand, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, publicly availablefree of charge as soon as reasonably practicable following our filing of such reports with the SEC. We maintain a website at www.monroebdc.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available,free of charge, on or through our website. Information contained on our website is not incorporated into this report, and youshould not consider information on our website to be part of this report. You may also obtain such information by contacting usin writing at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Investor Relations. The SEC maintains awebsite that contains reports, proxy and information statements and other information we file with the SEC at www.sec.gov.

ITEM1A. RISK FACTORS

Investingin our securities involves a number of significant risks. The risks set out below are not the only risks we face. Additional risksand uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance.If any of the following events occurs, our business, financial condition and results of operations could be materially and adverselyaffected. In such case, our net asset value and the trading price of our securities could decline, and you may lose all or partof your investment.

RisksRelating to Our Business and Structure

TheCOVID-19 pandemic has caused severe disruptions in the global economy, which has had, and may continue to have, a negative impacton our portfolio companies and our business and operations.

Inlate 2019 and early 2020, COVID-19 emerged in China and spread rapidly to across the world, including to the United States. Thisoutbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and globalmarkets and economies affected thereby. With respect to the U.S. credit markets (in particular for middle market loans), thisoutbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) governmentimposition of various forms of “stay at home” orders and the closing of “non-essential” businesses, resultingin significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practicalaspects of their operations, as well as in lay-offs of employees, and, while these effects are hoped to be temporary, some effectscould be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit; (iii) increasedrequests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowersand/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruptionof these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increasedvolatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to addressproblems being experienced by the markets and by businesses and the economy in general that will not necessarily adequately addressthe problems facing the loan market and middle market businesses. This outbreak is having, and any future outbreaks could have,an adverse impact on our portfolio companies and us and on the markets and the economy in general, and that impact could be material.Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. It isimpossible to determine the scope of the COVID-19 pandemic, or any future outbreaks, how long any such outbreak, market disruptionor uncertainties may last, the effect any governmental actions will have or the full potential impact on us, MC Advisors and ourportfolio companies.

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TheCOVID-19 pandemic (including the preventative measures taken in response thereto) has to date (i) created significant businessdisruption issues for certain of our portfolio companies, and (ii) adversely impacted the value and performance of certainof our portfolio companies. The COVID-19 pandemic is continuing as of the filing date of this Annual Report, and its extendedduration may have further adverse impacts on our portfolio companies after December 31, 2020, including for the reasons describedbelow. As a result of this disruption and the pressures on their liquidity, certain of our portfolio companies have been, or maycontinue to be, incentivized to draw on most, if not all, of the unfunded portion of any revolving or delayed draw term loansmade by us, subject to availability under the terms of such loans.

Theeffects described above on our portfolio companies have, for certain of our portfolio companies to date, impacted their abilityto make payments on their loans on a timely basis and in some cases have required us to amend certain terms, including paymentterms. In addition, an extended duration of the COVID-19 pandemic may impact the ability of our portfolio companies to continuemaking their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make timelypayments or meet loan covenants may in the future require us to undertake similar amendment actions with respect to other of ourinvestments or to restructure our investments. The amendment or restructuring of our investments may include the need for us tomake additional investments in our portfolio companies (including debt or equity investments) beyond any existing commitments,exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of itsinterest through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance,which would generally be due upon repayment of the outstanding principal.

Ifthe economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies,loan non-accruals, problem assets, and bankruptcies may increase. In addition, collateral for our loans may decline in value,which could cause loan losses to increase and the net worth and liquidity of loan guarantors could decline, impairing their abilityto honor commitments to us. An increase in loan delinquencies and non-accruals or a decrease in loan collateral and guarantornet worth could result in increased costs and reduced income, which would have a material adverse effect on our business, financialcondition or results of operations.

TheCOVID-19 pandemic has adversely impacted the fair value of our investments as of December 31, 2020 and the values assigned asof this date may differ materially from the values that we may ultimately realize with respect to our investments. Our Board approvedthe fair value of our investment portfolio as of December 31, 2020 and these valuations were determined in good faith in accordancewith our valuation policy based on information known or knowable as of the valuation date. As a result, the long term impactsof the COVID-19 pandemic may not yet be fully reflected in the valuation of our investments and the fair value of our portfolioinvestments may be further negatively impacted after December 31, 2020 by circumstances and events that are not yet known, includingthe complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. In addition,write downs in the value of our investments have reduced, and any additional write downs may further reduce, our net asset value(and, as a result, our asset coverage calculation). Accordingly, we may continue to incur additional net unrealized losses ormay incur realized losses after December 31, 2020, which could have a material adverse effect on our business, financial conditionand results of operations.

Thevolatility and disruption to the global economy from the COVID-19 pandemic has affected, and may continue to affect,the pace of our investment activity, which may have a material adverse impact on our results of operations. Such volatility anddisruption have also led to the increased credit spreads in the private debt capital markets.

Further,from an operational perspective, MC Advisors’ investment professionals are currently working remotely. An extended periodof remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limitedto cybersecurity risks, and impair our ability to manage our business. In addition, we are highly dependent on third party serviceproviders for certain communication and information systems. As a result, we rely upon the successful implementation and executionof the business continuity planning of such providers in the current environment. If one or more of these third parties to whomwe outsource certain critical business activities experience operational failures as a result of the impacts from the spread ofCOVID-19, or claim that they cannot perform due to a force majeure, it may have a material adverse effect on our business, financialcondition, results of operations, liquidity and cash flows.

Weare currently operating in a period of capital markets disruption and economic uncertainty.

TheU.S. capital markets have experienced extreme volatility and disruption following the spread of COVID-19 in the United Statesthat began in December 2019. The global impact of the outbreak is rapidly evolving, and many countries have reacted byinstituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and otherpublic venues. Businesses have also implemented similar precautionary measures. Such measures, as well as the generaluncertainty surrounding the dangers and impact of COVID-19, have created significant disruption in supply chains and economicactivity. The impact of the COVID-19 pandemic has led to significant volatility in the global public equity markets and it isuncertain how long this volatility will continue. As the COVID-19 pandemic continues, the potential impacts,including a global, regional or other economic recession, remain uncertain and difficult to assess. Some economistsand major investment banks have expressed concern that the continued spread of the virus globally could lead to a long-termworld-wide economic downturn.

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Disruptionsin the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resultingin illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to havean adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditionsalso would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lendersnot to extend credit to us. These events have limited and could continue to limit our investment originations, limit our abilityto grow and have a material negative impact on our operating results and the fair values of our debt and equity investments.

Additionally,the disruption in economic activity caused by the COVID-19 pandemic has had, and may continue to have, a negative effecton the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult forus to sell such investments to access capital if required, and as a result, we could realize significantly less than the valueat which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or accesscapital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on ourbusiness, financial condition or results of operations.

Wedepend upon MC Advisors’ senior management for our success, and upon its access to the investment professionals of MonroeCapital and its affiliates.

Wedo not have any internal management capacity or employees. We depend on the investment expertise, skill and network of businesscontacts of the senior investment professionals of MC Advisors, who evaluate, negotiate, structure, execute, monitor and serviceour investments in accordance with the terms of the Investment Advisory and Management Agreement. Our success depends to a significantextent on the continued service and coordination of the senior investment professionals of MC Advisors, particularly Messrs. Koenig,Peck, Egan and VanDerMeid, who comprise the MC Advisors investment committee. These individuals may have other demands on theirtime now and in the future, and we cannot assure you that they will continue to be actively involved in our management. Each ofthese individuals is an employee of MC Management and is not subject to an employment contract. The departure of any of theseindividuals or competing demands on their time in the future could have a material adverse effect on our ability to achieve ourinvestment objective.

MCAdvisors evaluates, negotiates, structures, closes and monitors our investments in accordance with the terms of the InvestmentAdvisory and Management Agreement. We can offer no assurance, however, that MC Advisors’ senior investment professionalswill continue to provide investment advice to us. If these individuals do not maintain their existing relationships with MonroeCapital and its affiliates and do not develop new relationships with other sources of investment opportunities, we may not beable to grow our investment portfolio or achieve our investment objective. In addition, individuals with whom Monroe Capital’ssenior investment professionals have relationships are not obligated to provide us with investment opportunities. Therefore, wecan offer no assurance that such relationships will generate investment opportunities for us.

MCAdvisors, an affiliate of Monroe Capital, provides us with access to Monroe Capital’s investment professionals. MC Advisorsalso depends upon Monroe Capital to obtain access to deal flow generated by the investment professionals of Monroe Capital andits affiliates. The Staffing Agreement provides that MC Management will make available to MC Advisors experienced investment professionalsand access to the senior investment personnel of Monroe Capital for purposes of evaluating, negotiating, structuring, closingand monitoring our investments. We are not a party to this Staffing Agreement and cannot assure you that MC Management will continueto fulfill its obligations under the agreement. Furthermore, the Staffing Agreement may be terminated by either party withoutpenalty upon 60 days’ written notice to the other party. If MC Management fails to perform or terminates the agreement,we cannot assure you that MC Advisors will enforce the Staffing Agreement or that such agreement will not be terminated by eitherparty or that we will continue to have access to the investment professionals of Monroe Capital and its affiliates or their informationand deal flow.

Theinvestment committee that oversees our investment activities is provided by MC Advisors under the Investment Advisory and ManagementAgreement. The loss of any member of MC Advisors’ investment committee or of other Monroe Capital senior investment professionalswould limit our ability to achieve our investment objective and operate as we anticipate. This could have a material adverse effecton our financial condition and results of operations.

Ourbusiness model depends to a significant extent upon strong referral relationships with financial institutions, sponsors and investmentprofessionals. Any inability of MC Advisors to maintain or develop these relationships, or the failure of these relationshipsto generate investment opportunities, could adversely affect our business.

Wedepend upon the senior investment professionals of MC Advisors to maintain their relationships with financial institutions, sponsorsand investment professionals, and we rely to a significant extent upon these relationships to provide us with potential investmentopportunities. If the senior investment professionals of MC Advisors fail to maintain such relationships, or to develop new relationshipswith other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individualswith whom the senior investment professionals of MC Advisors have relationships are not obligated to provide us with investmentopportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for usin the future.

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Ourfinancial condition and results of operations depend on our ability to manage our business effectively.

Ourability to achieve our investment objective and grow depends on our ability to manage our business. This depends, in turn, onMC Advisors’ ability to identify, invest in and monitor companies that meet our investment criteria. The achievement ofour investment objectives depends upon MC Advisors’ execution of our investment process, its ability to provide competent,attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms. MC Advisors has substantialresponsibilities under the Investment Advisory and Management Agreement. The senior origination professionals and other personnelof MC Advisors and its affiliates may be called upon to provide managerial assistance to our portfolio companies. These activitiesmay distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could havea material adverse effect on our business, financial condition, results of operations and prospects. Our results of operationsdepend on many factors, including the availability of opportunities for investment, readily accessible short and long-term fundingalternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business orimplement our investment policies and strategies, it could negatively impact our ability to pay dividends or other distributionsand you may lose all or part of your investment.

Theremay be conflicts related to obligations that MC Advisors’ senior investment professionals and members of its investmentcommittee have to other clients.

Thesenior investment professionals and members of the investment committee of MC Advisors serve or may serve as officers, directorsor principals of entities that operate in the same or a related line of business as we do, or of investment funds, accounts orother investment vehicles sponsored or managed by MC Advisors or its affiliates. In serving in these multiple capacities, theymay have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interestsor in the best interest of our stockholders. For example, Messrs. Koenig, Peck, Egan and VanDerMeid have and will continue tohave management responsibilities for other investment funds, accounts or other investment vehicles sponsored or managed by affiliatesof MC Advisors. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities,the fulfillment of which may not be in the best interests of us or our stockholders. MC Advisors seeks to allocate investmentopportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy.

MCAdvisors manages other assets in a private BDC, and affiliates of MC Advisors manage other assets in nine closed-end funds, twosmall business investment companies and 20 private funds that also have an investment strategy focused primarily on senior, unitrancheand junior secured debt and, to a lesser extent, unsecured subordinated debt to lower middle-market companies. Except for theprivate BDC, none of these funds are registered with the SEC. In addition, MC Advisors and/or its affiliates may manage otherentities in the future with an investment strategy that has the same or similar focus as ours.

MonroeCapital and its affiliates seek to allocate investment opportunities among the participating funds, including us, in proportionto the relative amounts of capital available for new investments, taking into account such factors as Monroe Capital may determineappropriate, including investment objectives, legal or regulatory restrictions, current holdings, availability of capital forinvestment, immediately available cash, the size of investments generally, risk-return considerations, relative exposure to markettrends, maintenance of targeted leverage level, targeted asset mix, target investment return, diversification requirements, strategicobjectives, specific liquidity requirements, tax consequences, limitations and restrictions on a fund’s portfolio that areimposed by such fund’s governing board or documents, and other considerations or factors that Monroe Capital deems necessaryor appropriate in light of the circumstances at such time (collectively, the “Allocation Criteria”). We expect thatMonroe Capital will follow the Allocation Criteria with respect to all of its funds under management, including us.

Insituations where co-investment with other entities sponsored or managed by MC Advisors or its affiliates is not permitted or appropriate,such as when there is an opportunity to invest in securities of the same issuer that have different priorities or liens, MC Advisorswill need to decide whether we or such other entity or entities will proceed with the investment. MC Advisors will make thesedeterminations based on its policies and procedures which require that such opportunities be offered to eligible accounts on abasis that is fair and equitable over time. However, there can be no assurance that we will be able to participate in all investmentopportunities that are suitable to us.

MCAdvisors or its investment committee may, from time to time, possess material nonpublic information, limiting our investment discretion.

Themanaging members and the senior origination professionals of MC Advisors and the senior professionals and members of MC Advisors’investment committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities ofwhich are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies,or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicablelaw or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, andthis prohibition may have a material adverse effect on us.

Ourmanagement and incentive fee structure may create incentives for MC Advisors that are not fully aligned with the interests ofour stockholders.

Inthe course of our investing activities, we pay management and incentive fees to MC Advisors. Management fees are based on ourtotal assets (which include assets purchased with borrowed amounts but exclude cash and cash equivalents). As a result, investorsin our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses,resulting in a lower rate of return than one might achieve through direct investments. Because these fees are based on our totalassets, including assets purchased with borrowed amounts but excluding cash and cash equivalents, MC Advisors benefits when weincur debt or otherwise use leverage. This fee structure may encourage MC Advisors to cause us to borrow money to finance additionalinvestments or to maintain leverage when it would otherwise be appropriate to pay off our indebtedness. Under certain circumstances,the use of borrowed money may increase the likelihood of default, which would disfavor our stockholders. Our Board is chargedwith protecting our interests by monitoring how MC Advisors addresses these and other conflicts of interest associated with itsmanagement services and compensation. While our Board is not expected to review or approve each investment, our independent directorsperiodically review MC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance.In connection with these reviews, our independent directors consider whether our fees and expenses (including those related toleverage) remain appropriate. As a result of this arrangement, MC Advisors or its affiliates may from time to time have intereststhat differ from those of our stockholders, giving rise to a conflict.

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Thepart of the incentive fee payable to MC Advisors that relates to our net investment income is computed and paid on income thatmay include interest income that has been accrued but not yet received in cash. This fee structure may be considered to involvea conflict of interest for MC Advisors to the extent that it may encourage MC Advisors to favor debt financings that provide fordeferred interest, rather than current cash payments of interest. MC Advisors may have an incentive to invest in PIK interestsecurities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee evenwhen the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities.This risk could be increased because MC Advisors is not obligated to reimburse us for any incentive fees received even if we subsequentlyincur losses or never receive in cash the deferred income that was previously accrued. In addition, the part of the incentivefee payable to MC Advisors that relates to our net investment income generally does not include any realized capital gains orlosses or unrealized capital gains or losses. However, part one incentive fees are subject to Incentive Fee Limitation as describedin Note 6 to the accompanying consolidated financial statements. Any net investment income incentive fee would not be subjectto repayment.

Ourincentive fee may induce MC Advisors to make certain investments, including speculative investments.

MCAdvisors receives an incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion ofthe incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capitalgains. As a result, MC Advisors may have a tendency to invest more capital in investments that are likely to result in capitalgains as compared to income producing securities. Such a practice could result in our investing in more speculative securitiesthan would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

TheInvestment Advisory and Management Agreement with MC Advisors and the Administration Agreement with MC Management were not negotiatedon an arm’s length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third-party.

Wenegotiated the Investment Advisory and Management Agreement and the Administration Agreement with related parties. Consequently,their terms, including fees payable to MC Advisors, may not be as favorable to us as if they had been negotiated with an unaffiliatedthird-party. In addition, we may choose not to enforce, or to enforce less vigorously, our rights and remedies under these agreementsbecause of our desire to maintain our ongoing relationship with MC Advisors and MC Management. Any such decision, however, wouldbreach our fiduciary obligations to our stockholders.

Ourability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.

Weare prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval ofour independent directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more ofour outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying orselling any security from or to such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibitscertain “joint” transactions with certain of our affiliates, which could include investments in the same portfoliocompany, without prior approval of our independent directors and, in some cases, of the SEC. We are prohibited from buying orselling any security from or to any person who owns more than 25% of our voting securities or certain of that person’s affiliates,or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions,we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any portfoliocompany of a private equity fund managed by MC Advisors or its affiliates without the prior approval of the SEC, which may limitthe scope of investment opportunities that would otherwise be available to us.

Wemay, however, co-invest with MC Advisors and its affiliates’ other clients in certain circumstances where doing so is consistentwith applicable law and SEC staff interpretations. For example, we may co-invest with such accounts consistent with guidance promulgatedby the SEC staff permitting us and such other accounts to purchase interests in a single class of privately placed securitiesso long as certain conditions are met, including that MC Advisors, acting on our behalf and on behalf of other clients, negotiatesno term other than price. We may also co-invest with MC Advisors’ affiliates’ other clients as otherwise permissibleunder regulatory guidance, applicable regulations, exemptive relief granted to us by the SEC on October 15, 2014 and MC Advisors’allocation policy, which the investment committee of MC Advisors maintains in writing. The allocation policy further providesthat allocations among us and these other funds are generally made in proportion to the relative amounts of capital availablefor new investments taking into account the Allocation Criteria. We expect that Monroe Capital will follow the Allocation Criteriawith respect to all of its funds under management, including us. However, we can offer no assurance that investment opportunitieswill be allocated to us fairly or equitably in the short-term or over time.

Insituations where co-investment with other entities sponsored or managed by MC Advisors or its affiliates is not permitted or appropriate,such as when there is an opportunity to invest in securities of the same issuer that have different priorities or liens, MC Advisorswill need to decide whether we or such other entity or entities will proceed with the investment. MC Advisors will make thesedeterminations based on its policies and procedures which require that such opportunities be offered to eligible accounts on abasis that is fair and equitable over time. Moreover, except in certain circumstances, we are unable to invest in any issuer inwhich a fund managed by MC Advisors or its affiliates has previously invested. Similar restrictions limit our ability to transactbusiness with our officers or directors or their affiliates.

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Wemay also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without theprior approval of the majority of the members of our Board who are not interested persons and, in some cases, prior approval bythe SEC. The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain “joint transactions”between entities that share a common investment adviser.

Weoperate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

Wecompete with a number of specialty and commercial finance companies to make the types of investments that we make in middle-marketcompanies, including BDCs, traditional commercial banks, private investment funds, regional banking institutions, small businessinvestment companies, investment banks and insurance companies. Additionally, with increased competition for investment opportunities,alternative investment vehicles such as hedge funds may seek to invest in areas they have not traditionally invested in or fromwhich they had withdrawn during the economic downturn, including investing in middle-market companies. As a result, competitionfor investments in lower middle-market companies has intensified, and we expect that trend to continue. Many of our existing andpotential competitors are substantially larger and have considerably greater financial, technical and marketing resources thanwe do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us.In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them toconsider a wider variety of investments and establish more relationships than us. These characteristics could allow our competitorsto consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuringthan we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. Ifwe are forced to match our competitors’ pricing, terms and structure, however, we may not be able to achieve acceptablereturns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stemsfrom the fact that the lower middle-market is underserved by traditional commercial and investment banks, and generally has lessaccess to capital. A significant increase in the number and/or the size of our competitors in this target market could force usto accept less attractive investment terms.

Furthermore,many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the sourceof income, asset diversification and distribution requirements we must satisfy to maintain our RIC status. The competitive pressureswe face may have a material adverse effect on our business, financial condition and results of operations. As a result of thiscompetition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not beable to identify and make investments that are consistent with our investment objective.

Inaddition, one of the effects of the COVID-19 pandemic was a decrease in the number of new investment opportunities in U.S. middlemarket companies during 2020. While we have seen the volume of new investment opportunities increase in the second half of 2020,we can offer no assurance about when, or if, the number of U.S. middle market company investing opportunities will equal or exceedthose available prior to the COVID-19 pandemic. In the event these conditions continue for an extended amount of time, they couldhave a material adverse effect on our business, financial condition and results of operations.

Wewill be subject to corporate-level U.S. federal income tax if we are unable to qualify or maintain qualification as a RIC underSubchapter M of the Code.

Weelected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended December 31, 2012, have qualifiedin each taxable year since, and intend to qualify annually hereafter; however, no assurance can be given that we will be ableto qualify for and maintain RIC status. To receive RIC tax treatment under the Code and to be relieved of federal taxes on incomeand gains distributed to our stockholders, we must meet certain requirements, including source-of-income, asset diversificationand distribution requirements. The annual distribution requirement applicable to RICs is satisfied if we distribute at least 90%of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholderson an annual basis. In addition, we will be subject to a 4% nondeductible federal excise tax to the extent that we do not satisfycertain additional minimum distribution requirements on a calendar year basis. To the extent we use debt financing, we will besubject to certain asset coverage ratio requirements under the 1940 Act and may be subject to financial covenants under loan andcredit agreements, each of which could, under certain circumstances, restrict us from making annual distributions necessary toreceive RIC tax treatment. If we are unable to obtain cash from other sources, we may fail to be taxed as a RIC and, thus, maybe subject to corporate-level U.S. federal income tax on our entire taxable income without regard to any distributions made byus. In order to be taxed as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter.Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss ofRIC status. Because most of our investments are in private or thinly traded public companies, any such dispositions could be madeat disadvantageous prices and may result in substantial losses. If we fail to be taxed as a RIC for any reason and become subjectto corporate U.S. federal income tax, the resulting corporate U.S. federal income taxes could substantially reduce our net assets,the amount of income available for distributions to stockholders and the amount of our distributions and the amount of funds availablefor new investments. Such a failure would have a material adverse effect on us and our stockholders.

Anextended disruption in the capital markets and the credit markets could negatively affect our business.

Asa BDC, it will be necessary for us to maintain our ability to raise additional capital for investment purposes. Without sufficientaccess to the capital markets or credit markets, we may be forced to curtail our business operations or we may not be able topursue new business opportunities. The capital markets and the credit markets have experienced periods of extreme volatility anddisruption and, accordingly, there has been and may in the future be uncertainty in the financial markets in general. Ongoingdisruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrictour business operations and could adversely impact our results of operations and financial condition.

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Weaccess the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtainsuch additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital marketsor result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit ourability to pursue new business opportunities and grow our business. In addition, we are required to distribute at least 90% ofour net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholdersto qualify for the tax benefits available to RICs. As a result, these earnings will not be available to fund new investments.An inability to access the capital markets successfully could limit our ability to grow our business and execute our businessstrategy fully and could decrease our earnings, if any, which may have an adverse effect on the value of our securities.

Wemay need to raise additional capital to grow because we must distribute most of our income.

Wemay need additional capital to fund new investments and grow our portfolio of investments. We intend to access the capital marketsperiodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital.Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decisionby lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition,in order to qualify as a RIC, we are required to distribute each taxable year an amount at least equal to 90% of our net ordinaryincome and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. As a result, theseearnings are not available to fund new investments. An inability to access the capital markets successfully could limit our abilityto grow our business and execute our business strategy fully and could decrease our earnings, if any, which may have an adverseeffect on the value of our securities.

Wemay have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing suchincome.

ForU.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as originalissue discount, or through contracted PIK interest, which represents contractual interest added to the loan balance and due atthe end of the loan term. Original issue discount, which could be significant relative to our overall investment activities, orincreases in loan balances as a result of contracted PIK arrangements, are included in income before we receive the correspondingcash payments. We also may be required to include in income certain other amounts that we will not receive in cash.

Thatpart of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may includeinterest that has been accrued but not yet received in cash, such as original issue discount and PIK interest. If we pay a netinvestment income incentive fee on interest that has been accrued, but not yet received in cash, it will increase the basis ofour investment in that loan, which will reduce the capital gain incentive fee that we would otherwise pay in the future. Nevertheless,if we pay a net investment income incentive fee on interest that has been accrued but not yet received, and if that portfoliocompany defaults on such a loan, it is possible that accrued interest previously included in the calculation of the incentivefee will become uncollectible.

Becausewe may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirementsapplicable to RICs. In such a case, we may have to sell some of our investments at times and/or at prices we would not consideradvantageous, raise additional debt or equity capital or reduce new investment originations and sourcings to meet these distributionrequirements. If we are not able to obtain such cash from other sources, we may fail to qualify for the tax benefits availableto RICs and thus be subject to corporate-level U.S. federal income tax.

The1940 Act allows us to incur additional leverage, which could increase the risk of investing in us.

The1940 Act generally prohibits us from incurring indebtedness unless immediately after such borrowing we have an asset coveragefor total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our total assets). However,on March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included variouschanges to regulations under the federal securities laws that impact BDCs. The SBCAA amended the 1940 Act to allow BDCs to decreasetheir asset coverage requirement from 200% to 150% (i.e. the amount of debt may not exceed 66.7% of the value of our total assets),if certain requirements are met. Under the SBCAA, BDCs are allowed to reduce their asset coverage requirement to 150%, and therebyincrease leverage capacity, if stockholders representing at least a majority of the votes cast, when quorum is met, approve aproposal to do so. If a BDC receives stockholder approval, it would be allowed to reduce its asset coverage requirement to 150%on the first day after such approval. Alternatively, the SBCAA allows the majority of a BDCs independent directors to approvethe reduction in its asset coverage requirement to 150%, and such approval would become effective after one year. In either case,a BDC would be required to make certain disclosures on its website and in SEC filings regarding, among other things, the receiptof approval to reduce its asset coverage requirement to 150%, its leverage capacity and usage, and risks related to leverage.

OnMarch 27, 2018, our board of directors unanimously approved the application of the modified asset coverage requirements set forthin Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. On March 27, 2018, our board of directors also recommended the submissionof a proposal for stockholders to approve the application of the 150% minimum asset coverage requirements at our annual meetingof stockholders held on June 20, 2018. At the annual meeting, our stockholders approved this proposal, and we became subject tothe 150% minimum asset coverage ratio, effective June 21, 2018.

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Leverageis generally considered a speculative investment technique and may increase the risk of investing in our securities. Leveragemagnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partiallyfinance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases,then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have hadwe not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharplythan it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payableon the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decreasein our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a declinecould negatively affect our ability to pay distributions, scheduled debt payments or other payments related to our securities.The effects of leverage would cause any decrease in net asset value for any losses to be greater than any increase in net assetvalue for any corresponding gains. If we incur additional leverage, you will experience increased risks of investing in our commonstock.

Regulationsgoverning our operation as a BDC affect our ability to and the way in which we raise additional capital.

Wemay issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer tocollectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the1940 Act, we are permitted as a BDC to issue senior securities in amounts such that our asset coverage ratio, as defined in the1940 Act, equals at least 150% (as of June 21, 2018) of total assets less all liabilities and indebtedness not represented bysenior securities, immediately after each issuance of senior securities (other than the SBA debentures of an SBIC subsidiary,as permitted by exemptive relief we have been granted by the SEC). If the value of our assets declines, we may be unable to satisfythis test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage,repay a portion of our indebtedness at a time when such sales may be disadvantageous. This could have a material adverse effecton our operations and we may not be able to make distributions in an amount sufficient to be subject to taxation as a RIC, orat all. In addition, issuance of securities could dilute the percentage ownership of our current stockholders in us.

Noperson or entity from which we borrow money will have a veto power or a vote in approving or changing any of our fundamental policies.If we issue preferred stock, the preferred stock would rank “senior” to common stock in our capital structure, preferredstockholders would have separate voting rights on certain matters and might have other rights, preferences or privileges morefavorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferringor preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwisebe in your best interest. Holders of our common stock will directly or indirectly bear all of the costs associated with offeringand servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily alignwith the interests of holders of our common stock and the rights of holders of shares of preferred stock to receive dividendswould be senior to those of holders of shares of our common stock.

Asa BDC, we generally are not able to issue our common stock at a price below net asset value per share without first obtainingthe approval of our stockholders and our independent directors. If we raise additional funds by issuing more common stock or seniorsecurities convertible into, or exchangeable for, our common stock, then percentage ownership of our stockholders at that timewould decrease, and you might experience dilution. We have stockholder approval to sell our common stock below net asset valuethrough June 17, 2021. We may seek further stockholder approval to sell shares below net asset value in the future.

Wemaintain a revolving credit facility and use other borrowed funds to make investments or fund our business operations, which exposesus to risks typically associated with leverage and increases the risk of investing in us.

Wemaintain a revolving credit facility, have issued debt securities and may borrow money, including through the issuance of additionaldebt securities or preferred stock, to leverage our capital structure, which is generally considered a speculative investmenttechnique. As a result:

our common stock is exposed to an increased risk of loss because a decrease in the value of our investments would have a greater negative impact on the value of our common stock than if we did not use leverage;

if we do not appropriately match the assets and liabilities of our business, adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage;

our ability to pay distributions on our common stock may be restricted if our asset coverage ratio, as provided in the 1940 Act, is not at least 150% and any amounts used to service indebtedness or preferred stock would not be available for such distributions;

any credit facility is subject to periodic renewal by its lenders, whose continued participation cannot be guaranteed;

our revolving credit facility with ING Capital LLC, as agent, is, and any other credit facility we may enter into would be, subject to various financial and operating covenants, including that our portfolio of investments satisfies certain eligibility and concentration limits as well as valuation methodologies;

such securities would be governed by an indenture or other instrument containing covenants restricting our operating flexibility;

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we bear the cost of issuing and paying interest or distributions on such securities, which costs are entirely borne by our common stockholders; and

any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common stock.

Thefollowing table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns,net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearingin the table below.

Assumed Return on Our Portfolio

(Net of Expenses) (1)

-10% -5% 0% 5% 10%
Corresponding return to common stockholder (2)(3) -31.02 % -18.54 % -6.06 % 6.42 % 18.90 %

(1) The assumed return on our portfolio is required by regulation of the SEC to assist investors in understanding the effects of leverage and is not a prediction of, and does not represent, our projected or actual performance.

(2) Assumes $585.1 million in total assets, $350.7 million in debt outstanding, of which $235.6 million is senior securities outstanding, $234.4 million in net assets and an average cost of funds of 4.05%, which was the weighted average interest rate of borrowing on our revolving credit facility, SBA debentures and 2023 Notes as of December 31, 2020. The interest rate on our revolving credit facility is a variable rate. Actual interest payments may be different.

(3) In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our December 31, 2020 total portfolio assets of at least 2.43%.

Themajority of our assets are subject to security interests under our revolving credit facility and if wedefault on our obligations under such facility, we may suffer adverse consequences, including foreclosure on ourassets.

Asof December 31, 2020, the majority of our assets (excluding, among other things, investments held in and by certain of oursubsidiaries) were pledged as collateral under our revolving credit facility. If we default on our obligations under this facility,the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interestsor their superior claim. In such event, we may be forced to sell our investments to raise funds to repay our outstanding borrowingsin order to avoid foreclosure and these forced sales may be at times and at prices we would not consider advantageous. Moreover,such deleveraging of our company could significantly impair our ability to effectively operate our business in the manner in whichwe have historically operated. As a result, we could be forced to curtail or cease new investment activities and lower or eliminatethe distributions that we have historically paid to our stockholders.

Inaddition, if the lenders exercise their right to sell the assets pledged under our revolving credit facility, such sales may becompleted at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to us after repaymentof the amounts outstanding under the credit facilities.

Weare subject to risks associated with our revolving credit facility and the terms of our revolving credit facility may contractuallylimit our ability to incur additional indebtedness.

Ourrevolving credit facility, as amended, imposes certain conditions that may limit the amount of our distributions to stockholders.Distributions payable in our common stock under our dividend reinvestment plan are not limited by the revolving credit facility.Distributions in cash or property other than our common stock are generally limited to 115% of the amount of distributions requiredto maintain our ability to be subject to taxation as a RIC. We are required under the revolving credit facility to maintain ourability to be subject to taxation as a RIC.

Therevolving credit facility requires us to comply with certain financial and operational covenants, including asset coverage ratiosand a minimum net worth. For example, the revolving credit facility requires that we maintain an asset coverage ratio of at least1.5 to 1 and a senior debt coverage ratio of at least 2 to 1 at all times. We may divert cash to pay the lenders in amounts sufficientto cause these tests to be satisfied. Our compliance with these covenants depends on many factors, some of which, such as marketconditions, are beyond our control.

Ourability to sell our investments is also limited under the revolving credit facility. Under the revolving credit facility, thesale of any portfolio investment may not cause our covered debt amount to exceed our borrowing base. As a result, there may betimes or circumstances during which we are unable to sell investments, pay distributions or take other actions that might be inour best interests.

Availabilityof borrowings under the revolving credit facility is linked to the valuation of the collateral pursuant to a borrowing base mechanism.As such, declines in the fair market value of our investments which are collateral to the revolving credit facility may reduceavailability under our revolving credit facility.

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Tothe extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investmentincome.

Tothe extent we borrow money to make investments, our net investment income depends, in part, upon the difference between the rateat which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significantchange in market interest rates will not have a material adverse effect on our net investment income in the event we use debtto finance our investments. In periods of rising interest rates, our cost of funds would increase, which could reduce our netinvestment income. We expect that our long-term fixed-rate investments will be financed primarily with issuances of equity andlong-term debt securities. We may use interest rate risk management techniques in an effort to limit our exposure to interestrate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.

Youshould also be aware that a rise in the general level of interest rates typically leads to higher interest rates applicable toour debt investments. Accordingly, an increase in interest rates may result in an increase of the amount of incentive fees payableto MC Advisors.

Theinterest rates of our revolving credit facility and loans to our portfolio companies that extend beyond 2023 might be subjectto change based on recent regulatory changes.

LIBOR, the London Interbank Offered Rate,is the basic rate of interest used in lending transactions between banks on the London interbank market and has been widely usedas a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in term loans we extendto portfolio companies such that the interest due to us pursuant to a term loan extended to a portfolio company is calculated usingLIBOR. The terms of our debt investments generally include minimum interest rate floors which are calculated based on LIBOR. Amountsdrawn under our revolving credit facility also currently bear interest at LIBOR plus a margin.

On July 27, 2017, the United Kingdom’sFinancial Conduct Authority (“FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR by the endof 2021. However, in November 2020, ICE Benchmark Administration Limited (“IBA”), the LIBOR administrator, announcedthat it will consult on its intention to cease the publication of all British pound, euro, Swiss franc and Japanese yen LIBOR settingsand on its intention to cease the publication of the one-week and two-month U.S. dollar (“USD”) LIBOR settings immediatelyfollowing the LIBOR publication on December 31, 2021 and the remaining USD LIBOR settings immediately following the LIBOR publicationon June 30, 2023. This announcement is viewed as an effective extension of the end of USD LIBOR. Concurrently with each IBA announcement,the FCA published statements in support of the IBA announcements, including IBA’s proposed extension of the publication ofmost USD LIBOR tenors, noting that the extension would provide time to address the legacy contracts that reference USD LIBOR.

The U.S. Federal Reserve, in conjunctionwith the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is consideringreplacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities, calledthe Secured Overnight Financing Rate (“SOFR”). The Federal Reserve Bank of New York began publishing SOFR in April2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question, and the future of LIBOR at this timeis uncertain, including whether the COVID-19 pandemic will have further effect on LIBOR transition plans.

Theelimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impacton the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit heldby or due to us or on our overall financial condition or results of operations. If LIBOR ceases to exist, we may need to renegotiateour revolving credit facility and the credit agreements extending beyond 2023 with our portfolio companies that utilize LIBORas a factor in determining the interest rate to replace LIBOR with the new standard that is established. In addition, the cessationof LIBOR could:

Adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked securities and loans that are included in our assets and liabilities;

Require extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming renegotiations of existing documentation to modify the terms of outstanding investment;

Result in inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with one or more alternative reference rates;

Result in disputes, litigation or other actions with portfolio companies, or other counterparties, regarding the interpretation and enforceability of provisions in our LIBOR-based investments, such as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates;

Require the transition and/or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on one or more alternative reference rates, which may prove challenging given the limited history of the proposed alternative reference rates; and

Cause us to incur additional costs in relation to any of the above factors.

Weare exposed to risks associated with changes in interest rates.

Interestrate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of returnon invested capital. A reduction in the interest rates on new investments relative to interest rates on current investments couldhave an adverse impact on our net investment income while an increase in interest rates could decrease the value of any investmentswe hold which earn fixed interest rates and increase our interest expense, thereby decreasing our net income. An increase in interestrates available to investors could also make investment in our common stock less attractive unless we are able to increase ourdividend rate. In addition, a significant increase in market interest rates could also result in an increase in our non-performingassets and a decrease in the value of our portfolio because our floating-rate loan portfolio companies may be unable to meet higherpayment obligations.

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MRCCSBIC is subject to SBA regulations.

Undercurrent SBA regulations, a licensed SBIC can invest in entities that have a tangible net worth not exceeding $19.5 million andan average annual net income after U.S. federal income taxes (excluding any carryover losses) not exceeding $6.5 million for thetwo most recent fiscal years. In addition, a licensed SBIC must invest 25.0% of its capital in those entities that have a tangiblenet worth not exceeding $6.0 million and an average annual net income after U.S. federal income taxes (excluding any carryoverlosses) not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standardcriteria to determine eligibility, which depend on the industry in which the business is engaged and are based on either the numberof employees or the gross sales. The SBA regulations permit licensed SBICs to make long term loans to small businesses, investin the equity securities of such businesses and provide them with consulting and advisory services. The SBA also places certainlimitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds forcertain purposes or to businesses in certain prohibited industries. Further, the SBA regulations require that a licensed SBICbe periodically examined and audited by the SBA staff to determine its compliance with the relevant SBA regulations. Compliancewith these SBA requirements may cause MRCC SBIC to forego attractive investment opportunities that are not permitted under theSBA regulations, and may cause MRCC SBIC to make investments it otherwise would not make in order to remain in compliance withthese regulations.

Failureto comply with the SBA regulations could result in the loss of the SBIC license and the resulting inability to participate inthe SBA debenture program. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or transfersthat would result in any person (or a group of persons acting in concert) owning 10.0% or more of a class of capital stock ofa licensed SBIC. Current SBA regulations provide the SBA with certain rights and remedies if an SBIC violates their terms. Remediesfor regulatory violations are graduated in severity depending on the seriousness of capital impairment or other regulatory violations.For minor regulatory infractions, the SBA issues a warning. For more serious infractions, the use of SBA debentures may be limitedor prohibited, outstanding debentures can be declared to be immediately due and payable, restrictions on distributions and makingnew investments may be imposed and management fees may be required to be reduced. In severe cases, the SBA may require the removalof a general partner of an SBIC or its officers, directors, managers or partners, or the SBA may obtain appointment of a receiverfor the SBIC.

SBAregulations limit the amount that may be borrowed from the SBA by an SBIC.

TheSBA regulations currently limit the amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% ofan SBIC’s regulatory capital or $175.0 million (as amended June 21, 2018), whichever is less. For two or more SBICs undercommon control (commonly referred to as a “family of funds”), the maximum amount of outstanding SBA debentures cannotexceed $350.0 million. If MRCC SBIC borrows the maximum amount from the SBA and thereafter requires additional capital, our costof capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms.

Moreover,there can be no assurance that MRCC SBIC will continue to receive SBA debenture funding. Receipt of SBA debenture funding dependsupon an SBIC’s continued compliance with SBA regulations and policies and the availability of funding. The amount of SBAdebenture funding available to SBICs depends upon annual Congressional authorizations and in the future may be subject to annualCongressional appropriations. There can be no assurance that there will be sufficient SBA debenture funding available at the timesdesired by MRCC SBIC.

Thedebentures issued by the SBA to MRCC SBIC have a maturity of ten years and bear interest semi-annually at fixed rates. MRCC SBICwill need to generate sufficient cash flow to make required debt payments to the SBA. If MRCC SBIC is unable to generate suchcash flow, the SBA, as a debt holder, will have a superior claim to our assets over our stockholders in the event MRCC SBIC liquidatesor the SBA exercises its remedies under such debentures as the result of a default by MRCC SBIC.

MRCCSBIC, as an SBIC, is limited in its ability to make distributions to us, which could result in us being unable to meet the minimumdistribution requirements to maintain our ability to be subject to taxation as a RIC.

Inorder to maintain our ability to be subject to taxation as a RIC, we are required to distribute to our stockholders on an annualbasis 90.0% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses. For this purpose,our taxable income includes the income of MRCC SBIC (and any other entities that are disregarded as separate from us for U.S.federal income tax purposes). MRCC SBIC’s ability to make distributions to us may be limited by the Small Business InvestmentAct of 1958, as amended, and the regulations promulgated thereunder. As a result, in order to maintain our ability to be subjectto taxation as a RIC, we may be required to make distributions attributable to MRCC SBIC’s income without receiving anycorresponding cash distributions from it with respect to such income. We can make no assurances that MRCC SBIC will be able tomake, or not be limited in making, distributions to us. If we are unable to satisfy the annual distribution requirements, we mayfail to maintain our ability to be subject to taxation as a RIC, which would result in the imposition of corporate-level U.S.federal income tax on our entire taxable income without regard to any distributions made by us.

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Ifwe do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC, which would havea material adverse effect on our business, financial condition and results of operations.

Asa BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effectto such acquisition, at least 70% of our total assets are qualifying assets, as defined in section 55(a) of the 1940 Act. See “Business — Qualifying Assets.” We believe that most of the investments that we may acquire in thefuture will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investmentsif such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assetsin qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rulesunder the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies which couldresult in the dilution of our position or could require us to dispose of investments at inappropriate times in order to come intocompliance with the 1940 Act. If we need to dispose of investments quickly, it could be difficult to dispose of such investmentson favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sellthe investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition,results of operations, and cash flows.

Manyof our portfolio investments are recorded at fair value as determined in good faith by our Board and, as a result, there may beuncertainty as to the value of our portfolio investments.

Underthe 1940 Act, we are required to carry our portfolio investments at market value, or if there is no readily available market value,at fair value as determined by our Board. Many of our portfolio investments may take the form of securities that are not publiclytraded. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and wevalue these securities at fair value as determined in good faith by our Board, including to reflect significant events affectingthe value of our securities. As part of the valuation process, we may take into account the following types of factors, if relevant,in determining the fair value of our investments:

a comparison of the portfolio company’s securities to publicly traded securities;

the enterprise value of a portfolio company;

the nature and realizable value of any collateral;

the portfolio company’s ability to make payments and its earnings and discounted cash flow;

the markets in which the portfolio company does business; and

changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

Weexpect that most of our investments (other than cash and cash equivalents) will be classified as Level 3 in the fair value hierarchyand require disclosures about the level of disaggregation along with the inputs and valuation techniques we use to measure fairvalue. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about how market participantswould price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments requiresignificant management judgment or estimation. Even if observable market data is available, such information may be the resultof consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a pricein an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reducesthe reliability of such information. We employ the services of one or more independent service providers to conduct fair valueappraisals of material investments for which market quotations are not readily available. These fair value appraisals for materialinvestments are received at least once every calendar year for each portfolio company investment, but are generally received quarterly. Thetypes of factors that our Board may take into account in determining the fair value of our investments generally include, as appropriate,comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprisevalue of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to makepayments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevantfactors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain,may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materiallyfrom the values that would have been used if a ready market for these securities existed. Due to this uncertainty in the valueof our portfolio investments, a fair value determination may cause net asset value on a given date to materially understate oroverstate the value that we may ultimately realize upon one or more of our investments. As a result, investors purchasing sharesof our common stock based on an overstated net asset value would pay a higher price than the value of the investments might warrant.Conversely, investors selling shares during a period in which the net asset value understates the value of investments will receivea lower price for their shares than the value the investment portfolio might warrant.

Weadjust quarterly the valuation of our portfolio to reflect the determination of our Board of the fair value of each investmentin our portfolio. Any changes in fair value are recorded in our consolidated statements of operations as net change in unrealizedgain (loss).

Wemay experience fluctuations in our quarterly operating results.

Wecould experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inabilityto make investments in companies that meet our investment criteria, the interest rate payable to us on the debt securities weacquire, the default rate on such securities, the level of our expenses, including the cost of our indebtedness, variations inand the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition inour markets and general economic conditions. As a result of these factors, results for any period should not be relied upon asbeing indicative of performance in future periods.

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Changesin laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

Weand our portfolio companies are subject to regulation at the local, state and federal level. These laws and regulations, as wellas their interpretation, may change from time to time, including as the result of interpretive guidance or other directives fromthe U.S. President and others in the executive branch, and new laws, regulations and interpretations may also come into effect,including those governing the types of investments we or our portfolio companies are permitted to make, any of which could havea material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term. Theeffects of legislative and regulatory proposals directed at the financial services industry or affecting taxation, may negativelyimpact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or ourportfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our businessor the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could loseany licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

Additionally,changes to the laws and regulations governing our operations, including those associated with RICs, may cause us to alter ourinvestment strategy in order to avail ourselves of new or different opportunities or result in the imposition of corporate-leveltaxes on us. Such changes could result in material differences to the strategies and plans set forth herein and may shift ourinvestment focus from the areas of expertise of MC Advisors to other types of investments in which MC Advisors may have littleor no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operationsand the value of your investment.

Overthe last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditionalbanking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation.While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulationof non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costson us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and resultsof operations.

Thereis uncertainty surrounding potential legal, regulatory, tax and policy changes by new presidential administrations in the UnitedStates that may directly affect financial institutions and the global economy.

Thepresidential election occurred on November 3, 2020. Changes in federal policy, including tax policies, and at regulatory agenciesoccur over time through policy and personnel changes following elections, which lead to changes involving the level of oversightand focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic andpolitical effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highlyuncertain pending the results of the presidential election. Uncertainty surrounding future changes may adversely affect our operatingenvironment and therefore our business, financial condition, results of operations and growth prospects.

OurBoard may change our investment objective, operating policies and strategies without prior notice or stockholder approval, theeffects of which may be adverse.

OurBoard has the authority, except as otherwise prohibited by the 1940 Act, to modify or waive certain of our operating policiesand strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not changethe nature of our business so as to cease to be, or withdraw our election as, a BDC. Under Maryland law, we also cannot be dissolvedwithout prior stockholder approval except by judicial action. We cannot predict the effect any changes to our current operatingpolicies and strategies would have on our business, operating results and the price value of our common stock. Nevertheless, anysuch changes could adversely affect our business and impair our ability to make distributions.

MCAdvisors can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resultingin a disruption in our operations that could adversely affect our financial condition, business and results of operations.

MCAdvisors has the right to resign under the Investment Advisory and Management Agreement without penalty at any time upon 60 days’written notice to us, whether we have found a replacement or not. If MC Advisors resigns, we may not be able to find a new investmentadvisor or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptableterms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, ourfinancial condition, business and results of operations as well as our ability to pay distributions are likely to be adverselyaffected and the market price of our securities may decline. In addition, the coordination of our internal management and investmentactivities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executiveshaving the expertise possessed by MC Advisors and its affiliates. Even if we were able to retain comparable management, whetherinternal or external, the integration of such management and their lack of familiarity with our investment objective may resultin additional costs and time delays that may adversely affect our financial condition, business and results of operations.

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MCManagement can resign on 60 days’ notice from its role as our administrator under the Administration Agreement, and we maynot be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adverselyaffect our financial condition, business and results of operations.

MCManagement has the right to resign under the Administration Agreement without penalty upon 60 days’ written notice to us,whether we have found a replacement or not. If MC Management resigns, we may not be able to find a new administrator or hire internalmanagement with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If weare unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and resultsof operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our sharesmay decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if weare unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by MC Management.Even if we were able to retain a comparable service provider or individuals to perform such services, whether internal or external,their integration into our business and lack of familiarity with our investment objective may result in additional costs and timedelays that may adversely affect our financial condition, business and results of operations.

Effortsto comply with the Sarbanes-Oxley Act involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act may adverselyaffect us and the market price of our securities.

Asa publicly traded company, we incur legal, accounting and other expenses, including costs associated with the periodic reportingrequirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governancerequirements, including requirements under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and other rules implementedby the SEC.

Weare subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Under current SEC rules,our management is required to report on its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-OxleyAct and rules and regulations of the SEC thereunder. We are required to review on an annual basis our internal controls over financialreporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal controls over financial reporting.As a result, we expect to continue to incur associated expenses, which may negatively impact our financial performance and ourability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannotbe certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on ouroperations and may not be able to ensure that the process is effective or that the internal controls are or will be effectivein a timely manner. There can be no assurance that our quarterly reviews and annual audits will not identify additional materialweaknesses. In the event that we are unable to maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, ourvalue and results of operations may be adversely affected. As a result, we expect to incur significant associated expenses, whichmay negatively impact our financial performance and our ability to make distributions.

Wemay incur lender liability as a result of our lending activities.

Inrecent years, a number of judicial decisions have upheld the right of borrowers and others to sue lending institutions on thebasis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is foundedon the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed tothe borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borroweror its other creditors or stockholders. We may be subject to allegations of lender liability, which could be time-consuming andexpensive to defend and result in significant liability.

Wemay incur liability as a result of providing managerial assistance to our portfolio companies.

Inthe course of providing significant managerial assistance to certain portfolio companies, certain of our management and directorsmay serve as directors on the boards of such companies. To the extent that litigation arises out of investments in these companies,our management and directors may be named as defendants in such litigation, which could result in an expenditure of our funds,through our indemnification of such officers and directors, and the diversion of management time and resources.

MCAdvisors may not be able to achieve the same or similar returns as those achieved by our senior management and investment teamswhile they were employed at prior positions.

Thetrack record and achievements of the senior investment professionals of Monroe Capital are not necessarily indicative of futureresults that will be achieved by MC Advisors. As a result, MC Advisors may not be able to achieve the same or similar returnsas those achieved by the senior investment professionals of Monroe Capital.

RisksRelated to Our Investments

Eventsoutside of our control, including public health crises, could negatively affect our portfolio companies, our investment adviserand the results of our operations.

Periodsof market volatility could continue to occur in response to pandemics or other events outside of our control. We, MC Advisors,and the portfolio companies in which we invest in could be affected by force majeure events (i.e., events beyond the control ofthe party claiming that the event has occurred, such as acts of God, fire, flood, earthquakes, outbreaks of an infectious disease,pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricityline ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomicpolicies, social instability, etc.). Some force majeure events could adversely affect the ability of a party (including us, MCAdvisors, a portfolio company or a counterparty to us, MC Advisors, or a portfolio company) to perform its obligations until itis able to remedy the force majeure event. In addition, force majeure events, such as the cessation of the operation of equipmentfor repair or upgrade, could similarly lead to the unavailability of essential equipment and technologies.

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Theserisks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury orloss of life, including to a senior manager of MC Advisors or its affiliates, damage property, or instigate disruptions of service.In addition, the cost to a portfolio company or us of repairing or replacing damaged assets resulting from such force majeureevent could be considerable. It will not be possible to insure against all such events, and insurance proceeds received, if any,could be inadequate to completely or even partially cover any loss of revenues or investments, any increases in operating andmaintenance expenses, or any replacements or rehabilitation of property. Certain events causing catastrophic loss could be eitheruninsurable, or insurable at such high rates as to adversely impact us, MC Advisors, or portfolio companies, as applicable. Forcemajeure events that are incapable of or are too costly to cure could have permanent adverse effects. Certain force majeure events(such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and internationalbusiness activity generally, or in any of the countries in which we invest or our portfolio companies operate specifically.

Suchforce majeure events could result in or coincide with: increased volatility in the global securities, derivatives and currencymarkets; a decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in currency exchangerates; increased risk of default (by both government and private issuers); further social, economic, and political instability;nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy;less governmental regulation and supervision of the securities markets and market participants and decreased monitoring of themarkets by governments or self-regulatory organizations and reduced enforcement of regulations; limited, or limitations on, theactivities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriationof invested capital; inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e.,a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation,which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole;recessions; and difficulties in obtaining and/or enforcing legal judgments.

Additionally,a major governmental intervention into industry, including the nationalization of an industry or the assertion of control overone or more portfolio companies or its assets, could result in a loss to us, including if the investment in such portfolio companiesis canceled, unwound or acquired (which could result in inadequate compensation). Any of the foregoing could therefore adverselyaffect the performance of us and our investments.

Economicrecessions or downturns could impair our portfolio companies and harm our operating results.

Manyof our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our loans during theseperiods. These portfolio companies may face intense competition, including competition from companies with greater financial resources,more extensive research and development, manufacturing, marketing and service capabilities and greater number of qualified andexperienced managerial and technical personnel. They may need additional financing that they are unable to secure and that weare unable or unwilling to provide, or they may be subject to adverse developments unrelated to the technologies they acquire.

Therefore,our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverseeconomic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments andcould lead to financial losses in our portfolio and a corresponding decrease in revenues, net income and assets.

Unfavorableeconomic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision bylenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results.

Aportfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaultsand, potentially, acceleration of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreementsand jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incurexpenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company.It is possible that we could become subject to a lender liability claim, including as a result of actions taken if we or MC Advisorsrender significant managerial assistance to the borrower. Furthermore, if one of our portfolio companies were to file for bankruptcyprotection, even though we may have structured our investment as senior secured debt, depending on the facts and circumstances,including the extent to which we or MC Advisors provided managerial assistance to that portfolio company or otherwise exercisecontrol over it, a bankruptcy court might re-characterize our debt as a form of equity and subordinate all or a portion of ourclaim to claims of other creditors.

Marketconditions have materially and adversely affected debt and equity capital markets in the United States and around the world.

Inthe past, the global capital markets experienced periods of disruption resulting in increasing spreads between the yields realizedon riskier debt securities and those realized on securities perceived as being risk-free and a lack of liquidity in parts of thedebt capital markets, significant write-offs in the financial services sector relating to subprime mortgages and the re-pricingof credit risk in the broadly syndicated market. These events, along with the deterioration of the housing market, illiquid marketconditions, declining business and consumer confidence and the failure of major financial institutions in the United States, ledto a general decline in economic conditions. This economic decline materially and adversely affected the broader financial andcredit markets and reduced the availability of debt and equity capital for the market as a whole and to financial firms in particular.If such a period of disruption were to occur in the future, to the extent that we wish to use debt to fund our investments, thedebt capital that will be available to us, if at all, may be at a higher cost, and on terms and conditions that may be less favorable,than what we expect, which could negatively affect our financial performance and results. A prolonged period of market illiquiditymay cause us to reduce the volume of loans we originate and/or fund below historical levels and adversely affect the value ofour portfolio investments, which could have a material and adverse effect on our business, financial condition, and results ofoperations. The spread between the yields realized on riskier debt securities and those realized on securities perceived as beingrisk-free has remained narrow on a relative basis recently. If these spreads were to widen or if there were deterioration of marketconditions, these events could materially and adversely affect our business.

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Ourinvestments in leveraged portfolio companies may be risky, and we could lose all or part of our investment.

Investmentin leveraged companies involves a number of significant risks. Leveraged companies, including lower middle-market companies, inwhich we invest may have limited financial resources and may be unable to meet their obligations under their debt securities thatwe hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihoodof our realizing any guarantees that we may have obtained in connection with our investment. In addition, our junior secured loansare generally subordinated to senior loans. As such, other creditors may rank senior to us in the event of an insolvency.

Ourportfolio companies will likely consist primarily of lower middle-market, privately owned companies, which may present a greaterrisk of loss than loans to larger companies.

Ourportfolio consists, and will most likely continue to consist, primarily of loans to lower middle-market, privately owned companies.Compared to larger, publicly traded firms, these companies generally have more limited access to capital and higher funding costs,may be in a weaker financial position and may need more capital to expand, compete and operate their business. In addition, manyof these companies may be unable to obtain financing from public capital markets or from traditional sources, such as commercialbanks. Accordingly, loans made to these types of borrowers may entail higher risks than loans made to companies that have largerbusinesses, greater financial resources or are otherwise able to access traditional credit sources on more attractive terms.

Investingin lower middle-market companies involves a number of significant risks, including that lower middle-market companies:

may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

typically have more limited access to the capital markets, which may hinder their ability to refinance borrowings;

will be unable to refinance or repay at maturity the unamortized loan balance as we structure our loans such that a significant balance remains due at maturity;

generally have less predictable operating results, may be particularly vulnerable to changes in customer preferences or market conditions, depend on one or a limited number of major customers;

may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and

generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment.

Anyof these factors or changes thereto could impair a portfolio company’s financial condition, results of operation, cash flowor result in other adverse events, such as bankruptcy, any of which could limit a portfolio company’s ability to make scheduledpayments on loans from us. This, in turn, may lead to their inability to make payments on outstanding borrowings, which couldresult in losses in our loan portfolio and a decrease in our net interest income and book value.

Wemay be subject to risks associated with our investments in senior loans.

Weinvest in senior secured loans. Senior secured loans are usually rated below investment grade or may also be unrated. As a result,the risks associated with senior secured loans may be considered by credit rating agencies to be similar to the risks of belowinvestment grade fixed income instruments, although senior secured loans are senior and secured in contrast to other below investmentgrade fixed income instruments, which are often subordinated or unsecured. Investment in senior secured loans rated below investmentgrade is considered speculative because of the credit risk of their issuers. Such companies are more likely than investment gradeissuers to default on their payments of interest and principal owed to us, and such defaults could have a material adverse effecton our performance. An economic downturn would generally lead to a higher non-payment rate, and a senior secured loan may losesignificant market value before a default occurs. Moreover, any specific collateral used to secure a senior secured loan may declinein value or become illiquid, which would adversely affect the senior secured loan’s value.

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Theremay be less readily available and reliable information about most senior secured loans than is the case for many other types ofsecurities, including securities issued in transactions registered under the Securities Act or registered under the Exchange Act.As a result, MC Advisors will rely primarily on its own evaluation of a borrower’s credit quality rather than on any availableindependent sources. Therefore, we will be particularly dependent on the analytical abilities of MC Advisors.

Ingeneral, the secondary trading market for senior secured loans is not well developed. No active trading market may exist for certainsenior secured loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that we maynot be able to sell senior secured loans quickly or at a fair price. To the extent that a secondary market does exist for certainsenior secured loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended tradesettlement periods.

Wemay be subject to risks associated with our investments in junior debt securities.

Weinvest in junior debt securities. Although certain junior debt securities are typically senior to common stock or other equitysecurities, the equity and debt securities in which we will invest may be subordinated to substantial amounts of senior debt,all or a significant portion of which may be secured. Such subordinated investments may be characterized by greater credit risksthan those associated with the senior obligations of the same issuer. These subordinated securities may not be protected by allof the financial covenants, such as limitations upon additional indebtedness, typically protecting such senior debt. Holders ofjunior debt generally are not entitled to receive full payments in bankruptcy or liquidation until senior creditors are paid infull. Holders of equity are not entitled to payments until all creditors are paid in full. In addition, the remedies availableto holders of junior debt are normally limited by restrictions benefiting senior creditors. In the event any portfolio companycannot generate adequate cash flow to meet senior debt service, we may suffer a partial or total loss of capital invested.

Wemay be subject to risks associated with our investments in unitranche secured loans and securities.

Weinvest in unitranche secured loans, which are a combination of senior secured and junior secured debt in the same facility inwhich we syndicate a “first out” portion of the loan to an investor and retain a “last out” portion ofthe loan. Unitranche secured loans provide all of the debt needed to finance a leveraged buyout or other corporate transaction,both senior and junior, but generally in a first lien position, while the borrower generally pays a blended, uniform interestrate rather than different rates for different tranches. Unitranche secured debt generally requires payments of both principaland interest throughout the life of the loan. Generally, we expect these securities to carry a blended yield that is between seniorsecured and junior debt interest rates. Unitranche secured loans provide a number of advantages for borrowers, including the following:simplified documentation, greater certainty of execution and reduced decision-making complexity throughout the life of the loan.In some cases, a portion of the total interest may accrue or be paid in kind. Because unitranche secured loans combine characteristicsof senior and junior financing, unitranche secured loans have risks similar to the risks associated with senior secured and secondlien loans and junior debt in varying degrees according to the combination of loan characteristics of the unitranche secured loan.

Loansmay become nonperforming for a variety of reasons.

Anonperforming loan may require substantial debt work-out negotiations or restructuring that may entail a substantial reductionin the interest rate and/or a substantial write-down of the principal of such loan. Because of the unique and customized natureof a loan agreement and the private syndication of a loan, certain loans may not be purchased or sold as easily as publicly tradedsecurities, and, historically, the trading volume in the loan market has been small relative to other markets. Loans may encountertrading delays due to their unique and customized nature, and transfers of interests in loans may require the consent of an agentor borrower.

Thelack of liquidity in our investments may adversely affect our business.

Allof our assets may be invested in illiquid securities, and a substantial portion of our investments in leveraged companies willbe subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities.The illiquidity of these investments may make it difficult for us to sell such investments when desired. In addition, if we arerequired to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which wehave previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term.However, to maintain the election to be regulated as a BDC and qualify as a RIC, we may have to dispose of investments if we donot satisfy one or more of the applicable criteria under the respective regulatory frameworks. We may also face other restrictionson our ability to liquidate an investment in a portfolio company to the extent that we or MC Advisors have material nonpublicinformation regarding such portfolio company.

Pricedeclines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducingour net asset value through increased net unrealized losses.

Asa BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determinedin good faith by our Board. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs,we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fairvalues of our investments as unrealized losses. Declines in prices and liquidity in the corporate debt markets may result in significantnet unrealized losses on our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value byincreasing net unrealized losses on our portfolio. Depending on market conditions, we could incur substantial realized lossesand may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financialcondition and results of operations.

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Ourportfolio companies may prepay loans, which prepayment may reduce stated yields if capital returned cannot be invested in transactionswith equal or greater expected yields.

Theloans underlying our portfolio may be callable at any time, and many of them can be repaid with no premium to par. It is generallynot clear and highly unpredictable when or if any loan might be called. Whether a loan is called will depend both on the continuedpositive performance of the portfolio company and the existence of favorable financing market conditions that allow such companythe ability to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when,and if, this may be possible for each portfolio company. Risks associated with owning loans include the fact that prepaymentsmay occur at any time, sometimes without premium or penalty, and that the exercise of prepayment rights during periods of decliningspreads could cause us to reinvest prepayment proceeds in lower-yielding instruments. In the case of some of these loans, havingthe loan called early may reduce our achievable yield if the capital returned cannot be invested in transactions with equal orgreater expected yields.

Ourportfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particularinvestment or investments if there is a downturn in that particular industry.

Ourportfolio may be exposed in part to one or more specific industries. A downturn in any particular industry in which we are investedcould significantly impact the aggregate returns we realize. If an industry in which we have significant investments suffers fromadverse business or economic conditions, including the effects of the COVID-19 pandemic, as these industries have to varying degrees,a material portion of our investment portfolio could be affected adversely, which, in turn, could adversely affect our financialposition and results of operations.

Asof December 31, 2020, our investments in the High Tech Industries; Services: Business; and Banking, Finance, Insurance &Real Estate industries represented approximately 14.9%, 14.4% and 13.3%, respectively, of the fair value of our portfolio andare subject to certain risks particular to these industries. The laws and rules governing the business of companies in theseindustries and interpretations of those laws and rules are subject to frequent change and broad latitude is given to theagencies administering those regulations. Existing or future laws and rules could force our portfolio companies operating inthese industries to change how they do business, restrict revenue, increase costs, change reserve levels and change businesspractices. Any of these factors could materially adversely affect the operations of a portfolio company in these industriesand, in turn, impair our ability to timely collect principal and interest payments owed to us.

Wemay be subject to risks associated with our investments in the technology industry.

Wemay invest portions of our portfolio in the technology industry. There are risks in investing in companies that target technology-relatedmarkets, including rapid and sometimes dramatic price erosion of products, the reliance on capital and debt markets to financelarge capital outlays, including fabrication facilities, the reliance on partners outside of the United States, particularly inAsia, and inherent cyclicality of the technology market in general. As a result of multiple factors, access to capital may bedifficult or impossible for companies in our portfolio that are pursuing these markets. The revenue, income (or losses) and valuationsof technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technologicalchange, the average selling prices of products and some services provided by technology-related sectors have historically decreasedover their productive lives. As a result, the average selling prices of products and services offered by our portfolio companiesthat operate in technology-related sectors may decrease over time, which could adversely affect their operating results and, correspondingly,the value of any securities that we may hold. This could, in turn, materially adversely affect our business, financial conditionand results of operations.

Wemay be subject to risks associated with our investments in the business services industry.

Portfoliocompanies in the business services sector are subject to many risks, including the negative impact of regulation, changing technology,a competitive marketplace and difficulty in obtaining financing. Portfolio companies in the business services industry must respondquickly to technological changes and understand the impact of these changes on customers’ preferences. Adverse economic,business, or regulatory developments affecting the business services sector could have a negative impact on the value of our investmentsin portfolio companies operating in this industry, and therefore could negatively impact our business and results of operations.

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Wemay be subject to risks associated with our investments in the insurance industry.

Wemay invest portions of our portfolio in the insurance industry. The insurance business has historically been a cyclical industrycharacterized by periods of intense price competition due to excessive underwriting capacity, as well as periods when shortagesof capacity permitted an increase in pricing and, thus, more favorable underwriting profits. An increase in premium levels isoften offset over time by an increasing supply of insurance capacity in the form of capital provided by new entrants and existinginsurers, which may cause prices to decrease. Any of these factors could lead to a significant reduction in premium rates, lessfavorable policy terms and fewer opportunities for our portfolio companies to underwrite insurance risks. Any of these factorscould in turn, materially adversely affect our business, financial condition and results of operations.

Wemay be subject to risks associated with our investments in the finance industry.

Wemay invest portions of our portfolio in the finance industry. The regulatory environment in which the finance industry operatescould have a material adverse effect on business and operating results for our portfolio companies. Our portfolio companies aresubject to a wide variety of laws and regulations in the jurisdictions where they operate, including supervision and licensingby numerous governmental entities. These laws and regulations can create significant constraints on operations and result in significantcosts related to compliance. Failure to comply with these laws and regulations could impair the ability of a portfolio companyto continue operating and result in substantial civil and criminal penalties, monetary damages, attorneys’ fees and costs,possible revocation of licenses, and damage to reputation, brand and valued customer relationships. Any of these factors couldin turn, materially adversely affect our business, financial condition and results of operations.

Tothe extent original issue discount and payment-in-kind interest constitute a portion of our income, we will be exposed to typicalrisks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representingsuch income.

Ourinvestments include original issue discount, or OID, components and may include PIK interest or PIK dividend components. For theyear ended December 31, 2020, PIK interest and PIK dividends comprised approximately 14.3% and 0.3% of our investment income,respectively. To the extent original issue discount constitutes a portion of our income, we are exposed to typical risks associatedwith such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

We must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID or other amounts accrued will be included in investment company taxable income for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy our annual distribution requirements, even though we will not have received any corresponding cash amount. As a result, we may have to sell some of our investments at times or at prices that would not be advantageous to us, raise additional debt or equity capital or forgo new investment opportunities.

The higher yield of OID instruments reflect the payment deferral and credit risk associated with these instruments.

Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.

OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral.

OID instruments generally represent a significantly higher credit risk than coupon loans.

OID income received by us may create uncertainty about the source of our cash distributions to stockholders. For accounting purposes, any cash distributions to stockholders representing OID or market discount income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. Thus, although a distribution of OID or market discount interest comes from the cash invested by the stockholders, Section 19(a) of the 1940 Act does not require that stockholders be given notice of this fact by reporting it as a return of capital.

The deferral of PIK interest has a negative impact on liquidity, as it represents non-cash income that may require distribution of cash dividends to stockholders in order to maintain our RIC status. In addition, the deferral of PIK interest also increases the loan-to-value (“LTV”) ratio at a compounding rate, thus, increasing the risk that we will absorb a loss in the event of foreclosure.

OID and market discount instruments create the risk of non-refundable incentive fee payments to MC Advisors based on non-cash accruals that we may not ultimately realize.

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Weare a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited by the 1940 Actwith respect to the proportion of our assets that may be invested in securities of a single issuer.

Weare classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limitedby the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Our portfoliois and may in the future be concentrated in a limited number of portfolio companies and industries. Beyond the asset diversificationrequirements associated with our qualification as a RIC under the Code, we do not have fixed guidelines for diversification. Althoughwe are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operateas a diversified investment company and have done so for an extended period of time. To the extent that we operate as a non-diversifiedinvestment company in the future, we may be subject to greater risk. To the extent that we assume large positions in the securitiesof a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment companyas a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptibleto any single economic or regulatory occurrence than a diversified investment company. As a result, the aggregate returns we realizemay be significantly adversely affected if a small number of investments perform poorly or if we need to write down the valueof any one investment. Additionally, while we are not targeting any specific industries, our investments may be concentrated inrelatively few industries. As a result, a downturn in any particular industry in which we are invested could also significantlyimpact the aggregate returns we realize.

Wemay hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter intobankruptcy proceedings.

Leveragedcompanies may experience bankruptcy or similar financial distress, and the risk of these events has been significantly increasedby the COVID-19 pandemic. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceedingare the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filingby a portfolio company may adversely and permanently affect the portfolio company. If the proceeding is converted to a liquidation,the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. A bankruptcyor other workout often raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments todebt covenants), including between investors who hold different interests in the applicable company. The duration of a bankruptcyproceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays untilthe plan of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcyproceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because thestandards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities orother obligations we own may be lost by increases in the number and amount of claims in the same class or by different classificationand treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify,any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes)may be substantial.

Ourfailure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Followingan initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on”investments, in seeking to:

increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;

exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

preserve or enhance the value of our investment.

Wehave discretion to make follow-on investments, subject to the availability of capital resources and the provisions of the 1940Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfoliocompany and our initial investment, or may result in a missed opportunity for us to increase our participation in a successfuloperation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investmentbecause we may not want to increase our level of risk, because we prefer other opportunities or because we are inhibited by compliancewith BDC requirements or the desire to maintain our RIC status. Our ability to make follow-on investments may also be limitedby MC Advisors’ allocation policy.

Becausewe do not hold controlling equity interests in the majority of our portfolio companies, we may not be able to exercise controlover our portfolio companies or to prevent decisions by management of our portfolio companies, which could decrease the valueof our investments.

Althoughwe may do so in the future, we do not currently hold controlling equity positions in the majority of our portfolio companies.Our debt investments may provide limited control features such as restrictions, for example, on the ability of a portfolio companyto assume additional debt, or to use the proceeds of our investment for other than certain specified purposes. “Control”under the 1940 Act is presumed at more than 25% equity ownership, and may also be present at lower ownership levels where we providemanagerial assistance. When we do not acquire a controlling equity position in a portfolio company, we may be subject to the riskthat a portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of aportfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of thedebt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investmentsin the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments.

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Defaultsby our portfolio companies will harm our operating results.

Aportfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaultsand, potentially, termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreementsand jeopardize such portfolio company’s ability to meet its obligations under the debt or equity securities that we hold.We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiverof certain financial covenants, with a defaulting portfolio company.

Inaddition, many of our investments will likely have a principal amount outstanding at maturity, which could result in a substantialloss to us if the borrower is unable to refinance or repay.

Ourportfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

Wegenerally seek to invest capital in senior, unitranche and junior secured loans and, to a lesser extent, unsecured subordinateddebt and equity. The portfolio companies in which we invest usually have, or may be permitted to incur, other debt that ranksequally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that theholders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive paymentsin respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganizationor bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company wouldtypically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repayingsenior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the caseof debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratablebasis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcyof the relevant portfolio company.

Additionally,certain loans that we make to portfolio companies may be secured on a second-priority basis by the same collateral securing seniorsecured debt of such companies. The first-priority liens on the collateral will secure the portfolio company’s obligationsunder any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfoliocompany under the agreements governing the loans. The holders of obligations secured by first-priority liens on the collateralwill generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repaytheir obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on marketand economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, fromsales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second-priority liens afterpayment in full of all obligations secured by the first-priority liens on the collateral. If such proceeds were not sufficientto repay amounts outstanding under the loan obligations secured by the second-priority liens, then, to the extent not repaid fromthe proceeds of the sale of the collateral, we will only have an unsecured claim against the portfolio company’s remainingassets, if any.

Therights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstandingmay also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of suchsenior debt, including in unitranche secured transactions. Under a typical intercreditor agreement, at any time that obligationsthat have the benefit of the first-priority liens are outstanding, any of the following actions that may be taken in respect ofthe collateral will be at the direction of the holders of the obligations secured by the first-priority liens:

the ability to cause the commencement of enforcement proceedings against the collateral;

the ability to control the conduct of such proceedings;

the approval of amendments to collateral documents;

releases of liens on the collateral; and

waivers of past defaults under collateral documents.

Wemay not have the ability to control or direct such actions, even if our rights are adversely affected. In addition, a bankruptcycourt may choose not to enforce an intercreditor agreement or other agreement with creditors.

Wemay also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateralof such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligationsunder its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio companyunder its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of,and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. Inaddition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availabilityof buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficientto satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficientto repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of suchsecured creditors’ claims against the portfolio company’s remaining assets, if any.

Wemay also make subordinated investments that rank below other obligations of the obligor in right of payment. Subordinated investmentsare generally more volatile than secured loans and are subject to greater risk of default than senior obligations as a resultof adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investmentin a portfolio company, the portfolio company may be highly leveraged, and its relatively high LTV ratio may create increasedrisks that its operations might not generate sufficient cash flow to service all of its debt obligations.

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Wemay be subject to risks associated with syndicated loans.

Fromtime to time, our investments may consist of syndicated loans. Under the documentation for such loans, a financial institutionor other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on anycollateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is theparty responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructionsof a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expectto hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Accordingly, we may be precludedfrom directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions,we cannot assure you that the actions taken will be in our best interests.

Thereis a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcementactions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associatedindebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtednessand actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution.In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover,agented loans typically allow for the agent to resign with certain advance notice.

Thedisposition of our investments may result in contingent liabilities.

Asignificant portion of our investments involve private securities. In connection with the disposition of an investment in privatesecurities, we may be required to make representations about the business and financial affairs of the portfolio company typicalof those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investmentto the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangementsmay result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return ofdistributions previously made to us.

Investmentsin securities of foreign companies, if any, may involve significant risks in addition to the risks inherent in U.S. investments.

Wemay make investments in securities of foreign companies. Investing in foreign companies may expose us to additional risks nottypically associated with investing in U.S. companies, including changes in exchange control regulations, political and socialinstability, expropriation and imposition of foreign taxes. In addition, any investments that we make that are denominated ina foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or moreother currencies. Factors such as trade balances, the level of short-term interest rates, differences in relative values of similarassets in different currencies, long-term opportunities for investment and capital appreciation and political developments mayaffect currency values. We may employ hedging techniques to minimize these risks, but we cannot assure you that we will, in fact,hedge currency risk, or, that if we do, such strategies will be effective.

Wemay be subject to additional risks if we engage in hedging transactions and/or invest in foreign securities.

The1940 Act generally requires that 70% of our investments be in issuers each of whom, in addition to other requirements, is organizedunder the laws of, and has its principal place of business in, any state of the United States, the District of Columbia, PuertoRico, the Virgin Islands or any other possession of the United States. Our investment strategy does not contemplate a significantnumber of investments in securities of non-U.S. companies. We expect that these investments would focus on the same investmentsthat we make in U.S. middle-market companies and, accordingly, would be complementary to our overall strategy and enhance thediversity of our holdings.

Tothe extent that these investments are denominated in a foreign currency, we may engage in hedging transactions. Engaging in eitherhedging transactions or investing in foreign securities would entail additional risks to our stockholders. We may, for example,use instruments such as interest rate swaps, caps, collars and floors, forward contracts or currency options or borrow under arevolving credit facility in foreign currencies to minimize our foreign currency exposure. In each such case, we generally wouldseek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates orcurrency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibilityof fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedgingcould establish other positions designed to gain from those same developments, thereby offsetting the decline in the value ofsuch portfolio positions. Such hedging transactions could also limit the opportunity for gain if the values of the underlyingportfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuationthat was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. Our abilityto engage in hedging transactions may also be adversely affected by recent rules adopted by the U.S. Commodity Futures TradingCommission.

Whilewe may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes incurrency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged inany such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedgingstrategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we mightnot seek to establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any suchimperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it mightnot be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S.currencies because the value of those securities would likely fluctuate as a result of factors not related to currency fluctuations.

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Wemay not realize gains from our equity investments.

Wecurrently hold, and we may in the future make, investments that include warrants or other equity or equity-related securities.In addition, we may from time to time make non-control, equity co-investments in companies in conjunction with private equitysponsors. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interestswe receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains fromour equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offsetany other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event,such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests.We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer.We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financialdistress.

RisksRelating to Our Common Stock

Wemay not be able to pay distributions, our distributions may not grow over time and/or a portion of our distributions may be areturn of capital.

Wehave paid and intend to continue to pay distributions to our stockholders out of assets legally available for distribution. Wecannot assure you that we will achieve investment results that will allow us to sustain a specified level of cash distributionsor make periodic increases in cash distributions. Our ability to pay distributions might be adversely affected by, among otherthings, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coveragetest applicable to us as a BDC could limit our ability to pay distributions. All distributions will be paid at the discretionof our Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicableBDC regulations and such other factors as our Board may deem relevant from time to time. We cannot assure you that we will continueto pay distributions to our stockholders.

Whenwe make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulatedearnings and profits. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxablereturn of capital to the extent of an investor’s basis in our stock and, assuming that an investor holds our stock as acapital asset, thereafter as a capital gain.

Ifthe current period of capital market disruption and instability continues for an extended period of time, there is a risk thatour stockholders may not receive distributions or that our distributions may decline over time and a portion of our distributionsto you may be a return of capital for U.S. federal income tax purposes.

Weintend to make distributions to our stockholders out of assets legally available for distribution. We cannot assure you that wewill achieve investment results that will allow us to make or maintain a specified level of cash distributions and we may chooseto pay a portion of dividends in our own stock. Our ability to pay distributions might be adversely affected by the impact ofone or more of the risk factors described in this report, including the COVID-19 pandemic described above. For example, if thetemporary closure of many corporate offices, retail stores, and manufacturing facilities and factories in the jurisdictions, includingthe United States, affected by the COVID-19 pandemic were to continue for an extended period of time it could result in reducedcash flows to us from our existing portfolio companies, which could reduce cash available for distribution to our stockholders.In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions.Our revolving credit facility may also limit our ability to declare dividends if we default under certain provisions. Further,if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount availablefor distribution. The above referenced restrictions on distributions may also inhibit our ability to make required interest paymentsto holders of our debt, which may cause a default under the terms of our debt agreements. Such a default could materially increaseour cost of raising capital, as well as cause us to incur penalties under the terms of our debt agreements.

Thedistributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion ofsuch distributions may constitute a return of capital for U.S. federal income tax purposes that would reduce a stockholder’sadjusted tax basis in its shares of our common stock or preferred stock and correspondingly increase such stockholder’sgain, or reduce such stockholder’s loss, on disposition of such shares. Distributions in excess of a stockholder’sadjusted tax basis in its shares of our common stock or preferred stock will constitute capital gains to such stockholder.

Wemay choose to pay a portion of our dividends in our own stock, in which case you may be required to pay tax in excess of the cashyou receive.

Wehave adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf ofour stockholders, unless a stockholder elects to receive cash pursuant to such plan. We may distribute taxable dividends thatare payable in part in our stock. Taxable stockholders receiving such dividends will be required to include the full amount ofthe dividend as ordinary income (or as long-term capital gain or qualified dividend income to the extent such distribution isproperly reported as such) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes.The tax rate for ordinary income will vary depending on a stockholder’s particular characteristics. For individuals, thetop marginal federal ordinary income tax rate is 37%. To the extent distributions paid by us to non-corporate stockholders (includingindividuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributionsgenerally will be eligible for a maximum qualified dividend federal tax rate of 20%. However, in this regard, it is anticipatedthat distributions paid by us will generally not be attributable to such dividends and, therefore, generally will not qualifyfor the preferential federal tax rate. Distributions of our net capital gains (which is generally our realized net long-term capitalgains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” willbe taxable to a U.S. stockholder as long-term capital gains currently at a maximum federal tax rate of 20%.

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Asa result of receiving dividends in the form of our common stock, a U.S. stockholder may be required to pay tax with respect tosuch dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to paythis tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the marketprice of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withholdfederal tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in sharesof our common stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order topay taxes owed on dividends, it may put downward pressure on the trading price of shares of our common stock.

Inaddition, as discussed above, our loans may contain a PIK interest provision. The PIK interest, computed at the contractual ratespecified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To avoid theimposition of corporate-level tax, we will need to make sufficient distributions, a portion of which may be paid in shares ofour common stock, regardless of whether our recognition of income is accompanied by a corresponding receipt of cash.

Ifwe sell common stock at a discount to our net asset value per share, stockholders who do not participate in such sale will experienceimmediate dilution in an amount that may be material.

Theissuance or sale by us of shares of our common stock at a price per share, after offering expenses and commission, that is a discountto net asset value poses a risk of dilution to our stockholders. In particular, stockholders who do not purchase additional sharesat or below the discounted price in proportion to their current ownership will experience an immediate decrease in net asset valueper share (as well as in the aggregate net asset value of their shares if they do not participate at all). These stockholderswill also experience a disproportionately greater decrease in their participation in our earnings and assets and their votingpower than the increase we experience in our assets, potential earning power and voting interests from such issuance or sale.In addition, such sales may adversely affect the price at which our common stock trades.

Investingin our common stock may involve an above-average degree of risk.

Theinvestments we make in accordance with our investment objective may result in a higher amount of risk than alternative investmentoptions and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculativeand aggressive and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.

Sharesof closed-end investment companies, including BDCs, often trade at a discount to their net asset value.

Sharesof closed-end investment companies, including BDCs, may trade at a discount from net asset value. This characteristic of closed-endinvestment companies and BDCs is separate and distinct from the risk that our net asset value per share may decline. We cannotpredict whether our common stock will trade at, above or below net asset value.

Provisionsof the Maryland General Corporation Law and our charter and bylaws could deter takeover attempts and have an adverse effect onthe price of our common stock.

TheMaryland General Corporation Law and our charter and bylaws contain provisions that may discourage, delay or make more difficulta change in control of us or the removal of our directors. We are subject to the Maryland Business Combination Act, subject toany applicable requirements of the 1940 Act. Our Board has adopted a resolution exempting from the Maryland Business CombinationAct any business combination between us and any other person, subject to prior approval of such business combination by our Board,including approval by a majority of our independent directors. If the resolution exempting business combinations is repealed orour Board does not approve a business combination, the Maryland Business Combination Act may discourage third parties from tryingto acquire control of us and increase the difficulty of consummating such an offer. The SEC staff has taken the position that,under the 1940 Act, an investment company may not avail itself of the Maryland Control Share Acquisition Act. As a result, wewill amend our bylaws to be subject to the Maryland Control Share Acquisition Act, only if the Board determines that it wouldbe in our best interests and, after notification, the SEC staff does not object to our determination that our being subject tothe Maryland Control Share Acquisition Act does not conflict with the 1940 Act. If such conditions are met, and we amend our bylawsto repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may makeit more difficult for a third party to obtain control of us and increase the difficulty of consummating such a transaction.

Wehave adopted certain measures that may make it difficult for a third-party to obtain control of us, including provisions of ourcharter classifying our Board in three staggered terms and authorizing our Board to classify or reclassify shares of our capitalstock in one or more classes or series and to cause the issuance of additional shares of our stock. These provisions, as wellas other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwisebe in the best interests of our stockholders.

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Themarket price of our securities may fluctuate significantly.

Themarket price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which arebeyond our control and may not be directly related to our operating performance. These factors may include:

significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which is not necessarily related to the operating performance of these companies;

changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

loss of RIC or BDC status;

the ability of MRCC SBIC, or any other SBIC subsidiary we may form to obtain and maintain an SBIC license;

changes or perceived changes in earnings or variations in operating results;

changes or perceived changes in the value of our portfolio of investments;

changes in accounting guidelines governing valuation of our investments;

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

departure of MC Advisors’ key personnel;

the occurrence of one or more natural disasters, pandemic outbreaks or other health crises (including but not limited to the COVID-19 outbreak);

operating performance of companies comparable to us;

general economic trends and other external factors, including the current COVID-19 pandemic; and

loss of a major funding source.

RisksRelated to the 2026 Notes

The4.75% Notes due 2026 (the “2026 Notes”) are unsecured and therefore are effectively subordinated to any securedindebtedness we have incurred or may incur in the future.

The2026 Notes are not secured by any of our assets or any of the assets of any of our subsidiaries. As a result, the 2026 Notes areeffectively subordinated to any secured indebtedness we or our subsidiaries have incurred or that we or our subsidiaries may incurin the future (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extentof the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding,the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assertrights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before theassets may be used to pay other creditors, including the holders of the 2026 Notes. As of December 31, 2020, we had $126.6 millionin outstanding indebtedness under the revolving credit facility. The indebtedness under the revolving credit facility is effectivelysenior to the 2026 Notes to the extent of the value of the assets securing such indebtedness.

The2026 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

The2026 Notes are obligations exclusively of the Company, and not of any of our subsidiaries. None of our subsidiaries is a guarantorof the 2026 Notes, and the 2026 Notes are not required to be guaranteed by any subsidiary we may acquire or create in the future.Any assets of our subsidiaries are not directly available to satisfy the claims of our creditors, including holders of the 2026Notes. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors of oursubsidiaries will have priority over our equity interests in such entities (and therefore the claims of our creditors, includingholders of the 2026 Notes) with respect to the assets of such entities. Even if we are recognized as a creditor of one or moreof these entities, our claims would still be effectively subordinated to any security interests in the assets of any such entityand to any indebtedness or other liabilities of any such entity senior to our claims. Consequently, the 2026 Notes are structurallysubordinated to all indebtedness and other liabilities, including trade payables, of any of our existing or future subsidiaries,including MRCC SBIC. As of December 31, 2020, our subsidiaries had total indebtedness outstanding of $115.0 million. Certain ofthese entities (excluding MRCC SBIC) currently serve as guarantors under our revolving credit facility, and in the future oursubsidiaries may incur substantial additional indebtedness, all of which is and would be structurally senior to the 2026 Notes.

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Theindenture under which the 2026 Notes are issued contains limited protection for holders of the 2026 Notes.

Theindenture under which the 2026 Notes are issued offers limited protection to holders of the 2026 Notes. The terms of the indentureand the 2026 Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a varietyof corporate transactions, circumstances or events that could have an adverse impact on investments in the 2026 Notes. In particular,the terms of the indenture and the 2026 Notes do not place any restrictions on our or our subsidiaries’ ability to:

issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the 2026 Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the 2026 Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the 2026 Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 2026 Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC, which generally prohibit us from incurring additional indebtedness, including through the issuance of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such incurrence or issuance;

pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the 2026 Notes, including subordinated indebtedness, except that we have agreed that, for the period of time during which the 2026 Notes are outstanding, we will not violate Section 18(a)(1)(B) as modified by (i) Section 61(a)(2) of the 1940 Act or any successor provisions thereto, whether or not we are subject to such provisions of the 1940 Act and after giving effect to any exemptive relief granted to us by the SEC and (ii) the following two exceptions: (A) we will be permitted to declare a cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, but only up to such amount as is necessary for us to maintain our status as a RIC under Subchapter M of the Code; and (B) this restriction will not be triggered unless and until such time as our asset coverage has not been in compliance with the minimum asset coverage required by Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions (after giving effect to any exemptive relief granted to us by the SEC) for more than six consecutive months. If Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act were currently applicable to us, these provisions would generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, were below 150% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase;

sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

enter into transactions with affiliates;

create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

make investments; or

create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

Furthermore,the terms of the indenture and the 2026 Notes do not protect holders of the 2026 Notes in the event that we experience changes(including significant adverse changes) in our financial condition, results of operations or credit ratings, if any, as they donot require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income,cash flow, or liquidity.

Ourability to recapitalize, incur additional debt (including additional debt that matures prior to the maturity of the 2026 Notes)and take a number of other actions that are not limited by the terms of the 2026 Notes may have important consequences for youas a holder of the 2026 Notes, including making it more difficult for us to satisfy our obligations with respect to the 2026 Notesor negatively affecting the market value of the 2026 Notes.

Otherdebt we issue or incur in the future could contain more protections for its holders than the indenture and the 2026 Notes, includingadditional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affectthe market for, trading levels, and prices of the 2026 Notes.

The2026 Notes may or may not have an established trading market. If a trading market in the 2026 Notes is developed, it may not bemaintained.

The2026 Notes may or may not have an established trading market. If a trading market in the 2026 Notes is developed, it may not bemaintained. If the 2026 Notes are traded, they may trade at a discount to their initial offering price depending on prevailinginterest rates, the market for similar securities, our credit ratings, our financial condition or other relevant factors. Accordingly,we cannot assure you that a liquid trading market has been or will develop for the 2026 Notes, that you will be able to sell your2026 Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active tradingmarket does not develop or is not maintained, the liquidity and trading price for the 2026 Notes may be harmed. Accordingly, youmay be required to bear the financial risk of an investment in the 2026 Notes for an indefinite period of time.

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Ifwe default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2026 Notes.

Asof December 31, 2020, we had approximately $126.6 million of indebtedness outstanding under the revolving credit facility. Anydefault under the agreements governing our indebtedness, including a default under the revolving credit facility or other indebtednessto which we may be a party that is not waived by the required lenders, and the remedies sought by lenders or the holders of suchindebtedness could make us unable to pay principal, premium, if any, and interest on the 2026 Notes and substantially decreasethe market value of the 2026 Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain fundsnecessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail tocomply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness(including the revolving credit facility), we could be in default under the terms of the agreements governing such indebtedness,including the 2026 Notes. In the event of such default, the holders of such indebtedness could elect to declare all the fundsborrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the revolving credit facilityor other debt we may incur in the future could elect to terminate their commitment, cease making further loans and institute foreclosureproceedings against our assets, and we could be forced into bankruptcy or liquidation.

Ifour operating performance declines and we are not able to generate sufficient cash flow to service our debt obligations, we mayin the future need to refinance or restructure our debt, including the 2026 Notes, sell assets, reduce or delay capital investments,seek to raise additional capital or seek to obtain waivers from the lenders under the revolving credit facility or other debtthat we may incur in the future to avoid being in default. If we are unable to implement one or more of these alternatives, wemay not be able to meet our payment obligations under the 2026 Notes and our other debt. If we breach our covenants under therevolving credit facility or any of our other debt and seek a waiver, we may not be able to obtain a waiver from the requiredlenders or holders thereof. If this occurs, we would be in default under the revolving credit facility or other debt, the lendersor holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unableto repay debt, lenders having secured obligations, including the lenders under the revolving credit facility, could proceed againstthe collateral securing the debt. Because the revolving credit facility has, and any future credit facilities will likely have,customary cross-default provisions, if we have a default under the terms of the 2026 Notes, the obligations under the revolvingcredit facility or any future credit facility may be accelerated and we may be unable to repay or finance the amounts due.

Wemay choose to redeem the 2026 Notes when prevailing interest rates are relatively low.

The2026 Notes are redeemable in whole or in part upon certain conditions at any time or from time to time at our option. We may chooseto redeem the 2026 Notes from time to time, especially if prevailing interest rates are lower than the rate borne by the 2026Notes. If prevailing rates are lower at the time of redemption, and we redeem the 2026 Notes, you likely would not be able toreinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the 2026Notes being redeemed. Our redemption right also may adversely impact your ability to sell the 2026 Notes as the optional redemptiondate or period approaches.

Wemay not be able to repurchase the 2026 Notes upon a Change of Control Repurchase Event.

Wemay not be able to repurchase the 2026 Notes upon certain change in control events described in the indentures under which the2026 Notes were issued (each, a “Change of Control Repurchase Event”) because we may not have sufficient funds. Wewould not be able to borrow under our revolving credit facility to finance such a repurchase of the 2026 Notes, and we expectthat any future credit facility would have similar limitations. Upon a Change of Control Repurchase Event, holders of the 2026Notes may require us to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100% of the aggregateprincipal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.The terms of our revolving credit facility provide that certain change of control events will constitute an event of default thereunderentitling the lenders to accelerate any indebtedness outstanding under our revolving credit facility at that time and to terminateour revolving credit facility. In this regard, the occurrence of a Change of Control Repurchase Event enabling the holders ofthe 2026 Notes to require the mandatory purchase of the 2026 Notes will constitute an event of default under our revolving creditfacility, entitling the lenders to accelerate any indebtedness outstanding under our revolving credit facility at that time andto terminate our revolving credit facility. As a result, we may not be able to comply with our obligations under the Change ofControl Repurchase Event provisions of the indenture governing the 2026 Notes unless we were to obtain the consent of the lendersunder the revolving credit facility or find another means to do so. Our and our subsidiaries’ future financing facilitiesmay contain similar restrictions and provisions. Our failure to purchase such tendered 2026 Notes upon the occurrence of suchChange of Control Repurchase Event would cause an event of default under the indenture governing the 2026 Notes and a cross-defaultunder the agreements governing the revolving credit facility, which may result in the acceleration of such indebtedness requiringus to repay that indebtedness immediately. If the holders of the 2026 Notes exercise their right to require us to repurchase 2026Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our currentand future debt instruments, and we may not have sufficient funds to repay any such accelerated indebtedness.

Adowngrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the 2026 Notes or change in thedebt markets could cause the liquidity or market value of the 2026 Notes to decline significantly.

Ourcredit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipatedchanges in our credit ratings will generally affect the market value of the 2026 Notes. These credit ratings may not reflect thepotential impact of risks relating to the structure or marketing of the 2026 Notes. Credit ratings are not a recommendation tobuy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion.Neither we nor any underwriter undertakes any obligation to maintain our credit ratings or to advise holders of 2026 Notes ofany changes in our credit ratings. There can be no assurance that our credit ratings will remain for any given period of timeor that such credit ratings will not be lowered or withdrawn entirely by the rating agencies if in their judgment future circumstancesrelating to the basis of the credit ratings, such as adverse changes in our company, so warrant. The conditions of the financialmarkets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could havean adverse effect on the market prices of the Notes.

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GeneralRisk Factors

Thefailure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and managementcontinuity planning, could impair our ability to conduct business effectively.

Theoccurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, eventsunanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect onour ability to conduct business and on our results of operations and financial condition, particularly if those events affectour computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of MonroeCapital employees were unavailable in the event of a disaster, our ability to effectively conduct our business could be severelycompromised.

Wedepend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of securitymeasures, our computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-insor unauthorized tampering. Like other companies, we may experience threats to our data and systems, including malware and computervirus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentiallyjeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computersystems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to ourreputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

Adisaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communicationsor other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could havea material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery programsmay not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and othersafeguards might only partially reimburse us for our losses, if at all.

Thirdparties with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functionsand these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, andborrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may resultin unauthorized access, loss, exposure, destruction, or other cybersecurity incident that affects our data, resulting in increasedcosts and other consequences as described above.

Inaddition, cybersecurity has become a top priority for regulators around the world, and some jurisdictions have enacted laws requiringcompanies to notify individuals of data security breaches involving certain types of personal data. If we fail to comply withthe relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatoryintervention or reputational damage.

Adata breach could negatively impact our business and result in significant penalties.

MCAdvisors is subject to numerous laws in various jurisdictions relating to privacy and the storage, sharing, use, processing, disclosureand protection of information that we and our affiliates hold. The European Union’s (the “EU”) General DataProtection Regulation, the Cayman Islands Data Protection Law, 2017, and the California Consumer Privacy Act of 2018 are recentexamples of such laws, and MC Advisors anticipates new privacy and data protection laws will be passed in other jurisdictionsin the future. In general, these laws introduce many new obligations on MC Advisors and its affiliates and service providers andcreate new rights for parties who have given us their personal information, such as investors and others.

Breachof these laws could result in significant financial penalties for MC Advisors and/or us. As interpretation of these laws evolvesand new laws are passed, MC Advisors could be required to make changes to its business practices, which could result in additionalrisks, costs and liabilities to us and adversely affect investment returns. While MC Advisors intends to comply with its privacyand data protection obligations under the privacy and data protection laws that are applicable to it, it is possible that MC Advisorswill not be able to accurately anticipate the ways in which regulators and courts will apply or interpret these laws. A violationof applicable privacy and data protection law could result in negative publicity and/or subject MC Advisors or us, to significantcosts associated with litigation, settlements, regulatory action, judgments, liabilities and/or penalties.

ITEM1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM2. PROPERTIES

Wedo not own any real estate or other physical properties materially important to our operation. The principal executiveoffices of Monroe Capital are located at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital and itsaffiliates currently have additional offices, and/or company representatives in New York, New York; Los Angeles, California;San Francisco, California; Atlanta, Georgia; and Boston, Massachusetts. MC Management furnishes us office space, andwe reimburse it for such costs on an allocated basis.

ITEM3. LEGAL PROCEEDINGS

Neitherwe nor our investment adviser is currently subject to any material legal proceedings.

ITEM4. MINE SAFETY DISCLOSURES

Notapplicable.

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PARTII

ITEM5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMONSTOCK

Ourcommon stock is traded on The Nasdaq Global Select Market under the ticker symbol “MRCC.” Our common stock has historicallytraded at prices both above and below our net asset value per share. It is not possible to predict whether our common stock willtrade at, above or below net asset value.

HOLDERS

Asof March 1, 2021, there were seven holders of record of our common stock. This does not include the number of stockholders thathold shares in “street name” through banks or broker-dealers.

DISTRIBUTIONS

Wecurrently intend to make distributions to our stockholders on a quarterly basis out of assets legally available for distribution.We may also make additional distributions to our stockholders from time to time. Our quarterly and additional distributions, ifany, will be determined by our board of directors.

Ourrevolving credit facility, as amended, imposes certain conditions that may limit the amount of our distributions to stockholders.Distributions payable in our common stock under our dividend reinvestment plan are not limited by the revolving credit facility.Distributions in cash or property other than our common stock are generally limited to 115% of the amount of distributions requiredto maintain our status as a RIC.

InOctober 2012, we adopted an “opt out” dividend reinvestment plan for our common stockholders. When we declare a distribution,our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless astockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholderwill receive cash distributions.

PERFORMANCEGRAPH

Thefollowing graph compares the return on our common stock from December 31, 2015 to December 31, 2020 with that of the Standard & Poor’s 500 Stock Index and the NASDAQ Financial 100 index. The graph assumes that on December 31, 2015, a person invested$100 in each of our common stock, the Standard & Poor’s 500 Stock Index and the NASDAQ Financial 100 index. The graphmeasures total stockholder return, which takes into account both changes in stock price and dividends. The graph also assumesthe reinvestment of all dividends prior to any tax effect. The graph and other information furnished under this Part II Item 5of this Annual Report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” withthe SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The stock price performanceincluded in the below graph is not necessarily indicative of future stock performance.

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PriceRange of Common Stock and Distributions

Ourcommon stock began trading on The Nasdaq Global Market under the ticker symbol “MRCC” on October 25, 2012. Priorto that date, there was no established trading market for our common stock. Our common stock is now traded on the Nasdaq GlobalSelect Market. Our common stock has historically traded both above and below net asset value (“NAV”).

Thefollowing table sets forth the high and low closing sales prices of our common stock, the closing sales price as a percentageof our NAV and the distributions declared by us since January 1, 2019:

Closing Sales Price Premium
(Discount) of
High Sales
Price to
Premium
(Discount) of
Low Sales
Price to
Declared
NAV (1) High Low NAV (2) NAV (2) Distributions (3)(4)
Year ending December 31, 2020
Fourth Quarter $ 11.00 $ 9.40 $ 6.45 (14.5 )% (41.4 )% $ 0.25
Third Quarter $ 10.83 $ 7.61 $ 6.17 (29.7 )% (43.0 )% $ 0.25
Second Quarter $ 10.37 $ 8.81 $ 6.01 (15.0 )% (42.0 )% $ 0.25
First Quarter $ 10.04 $ 12.07 $ 4.90 20.2 % (51.2 )% $ 0.35
Year ending December 31, 2019
Fourth Quarter $ 12.20 $ 11.86 $ 10.09 (2.8 )% (17.3 )% $ 0.35
Third Quarter $ 12.34 $ 11.83 $ 9.99 (4.1 )% (19.0 )% $ 0.35
Second Quarter $ 12.52 $ 12.47 $ 11.29 (0.4 )% (9.8 )% $ 0.35
First Quarter $ 12.67 $ 13.25 $ 9.58 4.6 % (24.4 )% $ 0.35

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2) Calculated by taking the respective high or low closing sales price divided by the quarter end NAV and subtracting 1.
(3) Represents the distribution declared in the specified quarter. We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions. See “Dividend Reinvestment Plan.”
(4) Our management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent that our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to our stockholders. The tax character of distributions will be determined at the end of the fiscal year. There was no return of capital for tax purposes for the years ended December 31, 2020 or 2019.

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ITEM6. SELECTED CONSOLIDATED FINANCIAL DATA

Thefollowing selected consolidated financial data of the Company are derived from our consolidated financial statements that havebeen audited by RSM US LLP (“RSM”), our independent registered public accounting firm. This consolidated financialdata should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere inthis Annual Report on Form 10-K and with Management’s Discussion and Analysis of Financial Condition and Results of Operationswhich follows (dollars in thousands, except per share data):

As of and for the years ended December 31,
2020 2019 2018 2017 2016
Consolidated statements of operations data:
Total investment income $ 61,581 $ 68,193 $ 58,384 $ 51,107 $ 45,018
Base management fees, net of base management fee waiver (1) 9,377 10,780 8,879 7,726 6,347
Incentive fees, net of incentive fee waiver (2) 4,429 1,751 5,378 5,504
All other expenses 21,446 23,933 15,843 11,899 9,982
Net investment income before income taxes 30,758 29,051 31,911 26,104 23,185
Income taxes, including excise taxes 370 17 11 100 679
Net investment income 30,388 29,034 31,900 26,004 22,506
Net realized gain (loss) 2,521 (925 ) (30,030 ) (372 ) 587
Net change in unrealized gain (loss) (31,263 ) (8,895 ) 3,978 (13,480 ) 1,272
Net increase (decrease) in net assets resulting from operations $ 1,646 $ 19,214 $ 5,848 $ 12,152 $ 24,365
Per share data (basic and diluted):
Net asset value $ 11.00 $ 12.20 $ 12.66 $ 13.77 $ 14.52
Net investment income 1.45 1.42 1.57 1.40 1.55
Net realized gain (loss) 0.12 (0.05 ) (1.48 ) (0.03 ) 0.04
Net change in unrealized gain (loss) (1.49 ) (0.43 ) 0.20 (0.72 ) 0.09
Net increase (decrease) in net assets resulting from operations $ 0.08 $ 0.94 $ 0.29 $ 0.65 $ 1.68
Distributions declared:
From net investment income $ 1.10 $ 1.40 $ 1.40 $ 1.37 $ 1.40
From capital gains 0.03
Total distributions declared $ 1.10 $ 1.40 $ 1.40 $ 1.40 $ 1.40
Consolidated statements of assets and liabilities data at year end:
Investments, at fair value $ 547,039 $ 616,231 $ 553,621 $ 494,138 $ 412,920
Cash 6,769 2,234 3,744 4,332 5,958
Restricted cash 25,657 27,409 13,982 2,867 2,373
Other assets 5,658 9,184 8,482 6,095 3,294
Total assets 585,123 655,058 579,829 507,432 424,545
Total debt, less unamortized deferred financing costs 343,507 396,241 313,764 221,942 177,869
Other liabilities 7,182 9,460 7,298 6,791 5,826
Total liabilities 350,689 405,701 321,062 228,733 183,695
Total net assets $ 234,434 $ 249,357 $ 258,767 $ 278,699 $ 240,850
Other data:
Total return based on market value (3) (13.9 )% 27.7 % (21.7 )% (1.8 )% 29.0 %
Total return based on average net asset value (4) 0.7 % 7.5 % 2.2 % 4.6 % 11.7 %
Weighted average annualized effective yield at year end (5) 7.7 % 8.9 % 10.0 % 10.0 % 9.6 %
Number of portfolio company investments at year end 89 81 74 72 70
Purchases of investments for the year $ 143,358 $ 230,605 $ 240,420 $ 264,393 $ 147,780
Principal payments, sales of investments and settlement of forward contracts for the year $ 194,555 $ 166,092 $ 159,161 $ 173,446 $ 81,446

(1) During the years ended December 31, 2020, 2019, 2018, 2017 and 2016, MC Advisors voluntarily waived base management fee of $430, zero, zero, zero and zero, respectively.
(2) During the years ended December 31, 2020, 2019, 2018, 2017 and 2016, MC Advisors waived part one incentive fees (based on net investment income) of $712, $1,182, zero, $308 and $273, respectively.

(3) Total return based on market value is calculated assuming a purchase of common shares at the market value on the first day and a sale at the market value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under our dividend reinvestment plan (“DRIP”). Total return based on market value does not reflect brokerage commissions.
(4) Total return based on average net asset value is calculated by dividing the net increase (decrease) in net assets from operations by the average net asset value.
(5) The weighted average annualized effective yield on portfolio investments at year end is computed by dividing (a) interest income on debt investments and preferred equity investments (with a stated coupon rate) at the period end effective rate for each investment by (b) the par value of our debt investments (excluding debt investments on non-accrual status acquired for no cost in a restructuring) and the cost basis of our preferred equity investments. We exclude loans acquired for no cost in a restructuring on non-accrual status within this metric as management believes this disclosure provides a better indication of return on invested capital. The weighted average effective yield including debt investments acquired for no cost in a restructuring on non-accrual status was 7.5%, 8.7%, 9.8%, 10.0% and 9.6% as of December 31, 2020, 2019, 2018, 2017 and 2016, respectively. The weighted average annualized effective yield on portfolio investments is a metric on the investment portfolio alone and does not represent a return to stockholders. This metric is not inclusive of our fees and expenses, the impact of leverage on the portfolio or sales load that may be paid by investors.

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ITEM7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion should be read in conjunction with our audited consolidated financial statements and related notes and otherfinancial information appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, the followingdiscussion and other parts of this Annual Report on Form 10-K contain forward-looking information that involves risks and uncertainties.

Pleasesee “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties,risks and assumptions associated with these statements.

Overview

MonroeCapital Corporation is an externally managed, closed-end, non-diversified management investment company that has elected to beregulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940Act”). In addition, for U.S. federal income tax purposes, we have elected to be treated as a regulated investment company(“RIC”) under the subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We are aspecialty finance company focused on providing financing solutions primarily to lower middle-market companies in the United Statesand Canada. We provide customized financing solutions focused primarily on senior secured, junior secured and unitranche secured(a combination of senior secured and junior secured debt in the same facility in which we syndicate a “first out”portion of the loan to an investor and retain a “last out” portion of the loan) debt and, to a lesser extent, unsecuredsubordinated debt and equity, including equity co-investments in preferred and common stock, and warrants.

Ourshares are currently listed on the NASDAQ Global Select Market under the symbol “MRCC”.

Ourinvestment objective is to maximize the total return to our stockholders in the form of current income and capital appreciationthrough investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinateddebt and equity investments. We seek to use our extensive leveraged finance origination infrastructure and broad expertise insourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies. Ourinvestments will generally range between $2.0 million and $25.0 million each, although this investment size may vary proportionatelywith the size of our capital base. As of December 31, 2020, our portfolio included approximately 74.1% senior secured loans, 11.7%unitranche secured loans, 2.6% junior secured loans and 11.6% equity securities, compared to December 31, 2019, when our portfolioincluded approximately 77.1% senior secured loans, 12.4% unitranche secured loans, 2.2% junior secured loans and 8.3% equity securities.We expect that the companies in which we invest may be leveraged, often as a result of leveraged buy-outs or other recapitalizationtransactions, and, in certain cases, will not be rated by national ratings agencies. If such companies were rated, we believethat they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system)from the national rating agencies.

Whileour primary focus is to maximize current income and capital appreciation through debt investments in thinly traded or privateU.S. companies, we may invest a portion of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders.Such investments may include investments in high-yield bonds, distressed debt, private equity or securities of public companiesthat are not thinly traded and securities of middle-market companies located outside of the United States. We expect that thesepublic companies generally will have debt securities that are non-investment grade.

OnFebruary 28, 2014, our wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP (“MRCC SBIC”), a Delaware limitedpartnership, received a license from the Small Business Administration (“SBA”) to operate as a Small Business InvestmentCompany (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958. MRCC SBIC commenced operationson September 16, 2013. See “ SBA Debentures ” below for more information.

Investmentincome

Wegenerate interest income on the debt investments in portfolio company investments that we originate or acquire. Our debt investments,whether in the form of senior secured, unitranche secured or junior secured debt, typically have an initial term of three to sevenyears and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduledamortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduledmaturity date. In some cases, our investments provide for deferred interest of payment-in-kind (“PIK”) interest. Inaddition, we may generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees forproviding managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premiumare capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums and prepayment gains(losses) on loans as interest income. As the frequency or volume of the repayments which trigger these prepayment premiums andprepayment gains (losses) may fluctuate significantly from period to period, the associated interest income recorded may alsofluctuate significantly from period to period. Interest and fee income are recorded on the accrual basis to the extent we expectto collect such amounts. Interest income is accrued based upon the outstanding principal amount and contractual terms of debtand preferred equity investments. Interest is accrued on a daily basis. We record fees on loans based on the determination ofwhether the fee is considered a yield enhancement or payment for a service. If the fee is considered a yield enhancement associatedwith a funding of cash on a loan, the fee is generally deferred and recognized into interest income using the effective interestmethod if captured in the cost basis or using the straight-line method if the loan is unfunded and therefore there is no costbasis. If the fee is not considered a yield enhancement because a service was provided, and the fee is payment for that service,the fee is deemed earned and recognized as fee income in the period the service has been completed.

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Dividendincome on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payableby the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the recorddate for private portfolio companies. Each distribution received from limited liability company (“LLC”) and limitedpartnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend incomeor a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend incomeunless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributionsthat are classified as a return of capital are recorded as a reduction in the cost basis of the investment. The frequency andvolume of the distributions on common equity securities and LLC and LP investments may fluctuate significantly from period toperiod.

Expenses

Ourprimary operating expenses include the payment of base management and incentive fees to MC Advisors, under the investment advisoryand management agreement (the “Investment Advisory Agreement”), the payment of fees to MC Management for our allocableportion of overhead and other expenses under the administration agreement (the “Administration Agreement”) and otheroperating costs. See Note 6 to our consolidated financial statements and “ Related Party Transactions ” belowfor additional information on our Investment Advisory Agreement and Administration Agreement. Our expenses also include interestexpense on our various forms of indebtedness. We bear all other out-of-pocket costs and expenses of our operations and transactions.

Netgain (loss)

Werecognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and thecost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changesin fair value of investments, foreign currency forward contracts, foreign currency and other transactions within net change inunrealized gain (loss) on the consolidated statements of operations.

Portfolioand Investment Activity

Duringthe year ended December 31, 2020, we invested $73.1 million in 18 new portfolio companies and $70.3 million in 39 existing portfoliocompanies and had $194.6 million in aggregate amount of sales and principal repayments, resulting in net sales and repaymentsof $51.2 million for the year.

Duringthe year ended December 31, 2019, we invested $98.6 million in 18 new portfolio companies and $132.0 million in 33 existing portfoliocompanies and had $166.1 million in aggregate amount of sales and principal repayments, resulting in net investments of $64.5million for the year.

Duringthe year ended December 31, 2018, we invested $112.4 million in 20 new portfolio companies and $128.0 million in 31 existing portfoliocompanies and had $159.2 million in aggregate amount of sales and principal repayments, resulting in net investments of $81.2million for the year.

Thefollowing table shows portfolio yield by security type:

December 31, 2020 December 31, 2019
Weighted Average
Annualized
Contractual
Coupon
Yield (1)
Weighted
Average
Annualized
Effective
Yield (2)
Weighted Average
Annualized
Contractual
Coupon
Yield (1)
Weighted
Average
Annualized
Effective
Yield (2)
Senior secured loans 8.1 % 8.1 % 8.9 % 8.9 %
Unitranche secured loans 6.3 6.5 9.3 9.8
Junior secured loans 7.6 7.6 9.1 9.1
Preferred equity securities 1.4 1.4 0.5 0.5
Total 7.7 % 7.7 % 8.8 % 8.9 %

(1) The weighted average annualized contractual coupon yield at period end is computed by dividing (a) the interest income on our debt investments and preferred equity investments (with a stated coupon rate) at the period end contractual coupon rate for each investment by (b) the par value of our debt investments (excluding debt investments acquired for no cost in a restructuring on non-accrual status) and the cost basis of our preferred equity investments. We exclude loans acquired for no cost in a restructuring on non-accrual status within this metric as management believes this disclosure provides a better indication of return on invested capital. This exclusion impacts only the junior secured loans and total disclosed above. The weighted average contractual coupon yield including debt investments acquired for no cost in a restructuring on non-accrual status was 4.1% for junior secured loans and 7.5% in total as of December 31, 2020. The weighted average contractual coupon yield including debt investments acquired for no cost in a restructuring on non-accrual status was 4.8% for junior secured loans and 8.6% in total as of December 31, 2019.

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(2) The weighted average annualized effective yield on portfolio investments at period end is computed by dividing (a) interest income on our debt investments and preferred equity investments (with a stated coupon rate) at the period end effective rate for each investment by (b) the par value of our debt investments (excluding debt investments acquired for no cost in a restructuring on non-accrual status) and the cost basis of our preferred equity investments. We exclude loans acquired for no cost in a restructuring on non-accrual status within this metric as management believes this disclosure provides a better indication of return on invested capital. This exclusion impacts only the junior secured loans and total disclosed above. The weighted average effective yield including debt investments acquired for no cost in a restructuring on non-accrual status was 4.1% for junior secured loans and 7.5% in total as of December 31, 2020. The weighted average effective yield including debt investments acquired for no cost in a restructuring on non-accrual status was 4.8% for junior secured loans and 8.7% in total as of December 31, 2019. The weighted average annualized effective yield on portfolio investments is a metric on the investment portfolio alone and does not represent a return to stockholders. This metric is not inclusive of our fees and expenses, the impact of leverage on the portfolio or sales load that may be paid by stockholders.

Thefollowing table shows the composition of our investment portfolio (in thousands):

December 31, 2020 December 31, 2019
Fair Value:
Senior secured loans $ 405,224 74.1 % $ 475,157 77.1 %
Unitranche secured loans 64,040 11.7 76,247 12.4
Junior secured loans 14,592 2.6 13,676 2.2
LLC equity interest in SLF 39,284 7.2 42,412 6.9
Equity securities 23,899 4.4 8,739 1.4
Total $ 547,039 100.0 % $ 616,231 100.0 %

Ourportfolio composition remained relatively consistent with December 31, 2019 with a slight increase in equity securities due toadditional equity investments and restructurings during the year. The decrease in total contractual and effective yields on theportfolio was primarily attributed to general decreases in LIBOR and moving additional investments to non-accrual status duringthe year ended December 31, 2020.

Thefollowing table shows our portfolio composition by industry (in thousands):

December 31, 2020 December 31, 2019
Fair Value:
Automotive $ 9,637 1.8 % $ 7,787 1.3 %
Banking, Finance, Insurance & Real Estate 72,627 13.3 76,351 12.4
Beverage, Food & Tobacco 20,676 3.8 15,634 2.5
Capital Equipment 13,750 2.5
Chemicals, Plastics & Rubber 27,754 5.1 29,509 4.8
Construction & Building 16,809 3.0 30,887 5.0
Consumer Goods: Durable 18,893 3.4 21,237 3.4
Consumer Goods: Non-Durable 13,027 2.4 20,365 3.3
Containers, Packaging & Glass 4,997 0.9 8,377 1.4
Energy: Oil & Gas 4,306 0.7
Environmental Industries 13,168 2.4 12,001 1.9
Healthcare & Pharmaceuticals 37,815 6.9 62,727 10.2
High Tech Industries 81,417 14.9 90,385 14.7
Hotels, Gaming & Leisure 1,771 0.3
Investment Funds & Vehicles 39,284 7.2 42,412 6.9
Media: Advertising, Printing & Publishing 31,553 5.8 26,333 4.3
Media: Broadcasting & Subscription 2,227 0.4 1,491 0.2
Media: Diversified & Production 6,811 1.2 10,652 1.7
Retail 18,443 3.4 16,998 2.8
Services: Business 78,584 14.4 108,704 17.6
Services: Consumer 25,306 4.6 22,051 3.6
Telecommunications 1,100 0.2
Wholesale 11,390 2.1 8,024 1.3
Total $ 547,039 100.0 % $ 616,231 100.0 %

PortfolioAsset Quality

MCAdvisors’ portfolio management staff closely monitors all credits, with senior portfolio managers covering agented and morecomplex investments. MC Advisors segregates our capital markets investments by industry. The MC Advisors’ monitoring processand projections developed by Monroe Capital both have daily, weekly, monthly and quarterly components and related reports, eachto evaluate performance against historical, budget and underwriting expectations. MC Advisors’ analysts will monitor performanceusing standard industry software tools to provide consistent disclosure of performance. When necessary, MC Advisors will updateour internal risk ratings, borrowing base criteria and covenant compliance reports.

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Aspart of the monitoring process, MC Advisors regularly assesses the risk profile of each of our investments and rates each of thembased on an internal proprietary system that uses the categories listed below, which we refer to as MC Advisors’ investmentperformance rating. For any investment rated in grades 3, 4 or 5, MC Advisors, through its internal Portfolio Management Group(“PMG”), will increase its monitoring intensity and prepare regular updates for the investment committee, summarizingcurrent operating results and material impending events and suggesting recommended actions. The PMG is responsible for oversightand management of any investments rated in grades 3, 4, or 5. MC Advisors monitors and, when appropriate, changes the investmentratings assigned to each investment in our portfolio. In connection with our valuation process, MC Advisors reviews these investmentratings on a quarterly basis. The investment performance rating system is described as follows:

Investment Performance
Risk Rating
Summary Description
Grade 1 Includes investments exhibiting the least amount of risk in our portfolio. The issuer is performing above expectations or the issuer’s operating trends and risk factors are generally positive.
Grade 2 Includes investments exhibiting an acceptable level of risk that is similar to the risk at the time of origination. The issuer is generally performing as expected or the risk factors are neutral to positive.
Grade 3 Includes investments performing below expectations and indicates that the investment’s risk has increased somewhat since origination. The issuer may be out of compliance with debt covenants; however, scheduled loan payments are generally not past due.
Grade 4 Includes an issuer performing materially below expectations and indicates that the issuer’s risk has increased materially since origination. In addition to the issuer being generally out of compliance with debt covenants, scheduled loan payments may be past due (but generally not more than six months past due).
Grade 5 Indicates that the issuer is performing substantially below expectations and the investment risk has substantially increased since origination. Most or all of the debt covenants are out of compliance or payments are substantially delinquent. Investments graded 5 are not anticipated to be repaid in full.

Ourinvestment performance risk ratings do not constitute any rating of investments by a nationally recognized statistical ratingorganization or reflect or represent any third-party assessment of any of our investments.

Inthe event of a delinquency or a decision to rate an investment grade 4 or grade 5, the PMG, in consultation with the investmentcommittee, will develop an action plan. Such a plan may require a meeting with the borrower’s management or the lender groupto discuss reasons for the default and the steps management is undertaking to address the under-performance, as well as amendmentsand waivers that may be required. In the event of a dramatic deterioration of a credit, MC Advisors and the PMG will form a teamor engage outside advisors to analyze, evaluate and take further steps to preserve our value in the credit. In this regard, wewould expect to explore all options, including in a private equity sponsored investment, assuming certain responsibilities forthe private equity sponsor or a formal sale of the business with oversight of the sale process by us. The PMG and the investmentcommittee have extensive experience in running debt work-out transactions and bankruptcies.

Thefollowing table shows the distribution of our investments on the 1 to 5 investment performance risk rating scale as of December31, 2020 (in thousands):

Investment Performance Risk Rating

Investments at

Fair Value

Percentage of
Total Investments
1 $ 1,592 0.3 %
2 428,554 78.4
3 92,001 16.8
4 19,844 3.6
5 5,048 0.9
Total $ 547,039 100.0 %

Thefollowing table shows the distribution of our investments on the 1 to 5 investment performance risk rating scale as of December31, 2019 (in thousands):

Investment Performance Risk Rating

Investments at

Fair Value

Percentage of
Total Investments
1 $ %
2 517,597 84.0
3 83,701 13.6
4 13,899 2.2
5 1,034 0.2
Total $ 616,231 100.0 %

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Asof December 31, 2020, we had 12 borrowers with loans or preferred equity securities on non-accrual status (BLST Operating Company,LLC, California Pizza Kitchen, Inc., Curion Holdings, LLC (“Curion”), Education Corporation of America (“ECA”),Incipio, LLC (“Incipio”) last out term loan and third lien tranches, Luxury Optical Holdings Co. (“LOH”),NECB Collections, LLC, Parterre Flooring & Surface Systems, LLC, SHI Holdings, Inc., The Worth Collection, Ltd. (“Worth”),Toojay’s Management, LLC and Valudor Products, LLC preferred equity), and these investments totaled $22.3 million in fairvalue, or 4.1% of our total investments at fair value. As of December 31, 2019, we had six borrowers with loans or preferred equitysecurities on non-accrual status (Curion, ECA, Incipio third lien tranches, LOH, Rockdale Blackhawk, LLC pre-petition debt, (“Rockdale”),and Worth), and these investments totaled $34.1 million in fair value, or 5.5% of our total investments at fair value. The Curionpromissory notes and the Incipio third lien tranches were obtained in restructurings during the year ended December 31, 2018 forno cost. Loans or preferred equity securities are placed on non-accrual status when principal, interest or dividend payments becomematerially past due, or when there is reasonable doubt that principal, interest or dividends will be collected.

Resultsof Operations

Operatingresults were as follows (in thousands):

For the years ended December 31,
2020 (1) 2019 2018
Total investment income $ 61,581 $ 68,193 $ 58,384
Total expenses, net of fee waivers 30,823 39,142 26,473
Net investment income before income taxes 30,758 29,051 31,911
Income taxes, including excise taxes 370 17 11
Net investment income 30,388 29,034 31,900
Net realized gain (loss) on investments 2,551 (933 ) (30,014 )
Net realized gain (loss) on foreign currency forward contracts (16 ) 12 (3 )
Net realized gain (loss) on foreign currency and other transactions (14 ) (4 ) (13 )
Net realized gain (loss) 2,521 (925 ) (30,030 )
Net change in unrealized gain (loss) on investments (30,559 ) (8,002 ) 2,939
Net change in unrealized gain (loss) on foreign currency forward contracts (54 ) (75 ) 16
Net change in unrealized gain (loss) on foreign currency and other transactions (650 ) (818 ) 1,023
Net change in unrealized gain (loss) (31,263 ) (8,895 ) 3,978
Net increase (decrease) in net assets resulting from operations $ 1,646 $ 19,214 $ 5,848

(1) InMay 2020, an arbitrator issued a final award in favor of the estate of Rockdale (the “Estate”) in the legal proceedingbetween the Estate and a national insurance carrier. Our share of the net proceeds from the award exceeded the contractual obligationsdue to us as a result of our right to receive excess proceeds pursuant to the terms of a sharing agreement between the lendersand the Estate. In June 2020, we received $33.1 million as an initial payment of proceeds from the legal proceedings from theEstate, of which $19.5 million was recorded as a reduction in the cost basis of our investment in Rockdale, $3.9 million was recordedas the collection of previously accrued interest, $7.4 million was recorded as investment income for previously unaccrued interestand fees and $2.3 million was recorded as realized gains. Additionally, as an offset, we recorded net change in unrealized (loss)of ($8.2) million primarily as a result of the reversal associated with the collection of proceeds from the Estate. Total netincome associated with our investment in Rockdale was $1.9 million during the year ended December 31, 2020. As of December 31,2020, we have a remaining investment in Rockdale associated with residual proceeds currently expected from the Estate of $1.6million.

InvestmentIncome

Thecomposition of our investment income was as follows (in thousands):

For the years ended December 31,
2020 2019 2018
Interest income $ 42,640 $ 54,254 $ 48,195
PIK interest income 8,776 5,538 2,247
Dividend income (1) 4,557 4,110 2,567
Fee income 3,222 1,926 2,024
Prepayment gain (loss) 1,133 883 1,088
Accretion of discounts and amortization of premium 1,253 1,482 2,263
Total investment income $ 61,581 $ 68,193 $ 58,384

(1) During the years ended December 31, 2020, 2019 and 2018, includes PIK dividends of $157, $54 and $819, respectively.

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Thedecrease in investment income of $6.6 million during the year ended December 31, 2020 is primarily the result of declines in theeffective rate on the portfolio driven by decreases in LIBOR, the placement of additional investments on non-accrual statusand a decrease in average outstanding loan balances, partially offset by $7.4 million of interest and fee income associated withour investment in Rockdale that had not been recorded prior to the initial payment from the Estate. The increase in investmentincome of $9.8 million during the year ended December 31, 2019 is primarily the result of an increase in interest income due toan increase in average outstanding loan balances (tempered by a decline in the weighted average portfolio yield) and an increasein dividend income from our investment in SLF, partially offset by a decline in the weighted average portfolio yield and a decreasein accretion of discounts and amortization of premium.

OperatingExpenses

Thecomposition of our operating expenses was as follows (in thousands):

For the years ended December 31,
2020 2019 2018
Interest and other debt financing expenses $ 17,989 $ 20,268 $ 12,270
Base management fees, net of base management fee waiver (1) 9,377 10,780 8,879
Incentive fees, net of incentive fee waiver (2) 4,429 1,751
Professional fees 1,023 1,209 1,172
Administrative service fees 1,300 1,309 1,327
General and administrative expenses 989 991 931
Directors’ fees 145 156 143
Total expenses, net of incentive fee waiver $ 30,823 $ 39,142 $ 26,473

(1) Base management fees for the year ended December 31, 2020, 2019 and 2018 were $9,807, $10,780 and $8,879, respectively, and MC Advisors elected to voluntarily waive $430, zero and zero, respectively, of these base management fees.
(2) During the years ended December 31, 2020, 2019 and 2018, MC Advisors waived part one incentive fees (based on net investment income) of $712, $1,182 and zero, respectively. Incentive fees during the years ended December 31, 2020, 2019 and 2018 were limited by $5,012, $1,081 and $4,979 due to the Incentive Fee Limitation, respectively. See Note 6 in our attached consolidated financial statements for additional information on the Incentive Fee Limitation.

Thecomposition of our interest and other debt financing expenses, average outstanding balances and average stated interest rates(i.e. the rate in effect plus spread) were as follows (in thousands):

For the years ended December 31,
2020 2019 2018
Interest expense – revolving credit facility $ 5,594 $ 8,710 $ 5,845
Interest expense – 2023 Notes 6,270 5,756 1,201
Interest expense – SBA debentures 3,944 3,933 3,814
Amortization of deferred financing costs 2,181 1,869 1,410
Total interest and other debt financing expenses $ 17,989 $ 20,268 $ 12,270
Average debt outstanding 370,904 397,503 243,929
Average stated interest rate 4.2 % 4.5 % 4.4 %

Thedecrease in expenses of $8.3 million during the year ended December 31, 2020 is primarily the result of a decrease inincentive fees due to a larger Incentive Fee Limitation during the year ended December 31, 2020, a decrease in interestexpense on our revolving credit facility as a result of lower average debt outstanding and a reduction in LIBOR and a declinein management fees due to a decrease in average portfolio size. Additionally, MC Advisors voluntarily waived base managementfees of $0.4 million during the year ended December 31, 2020. The increase in expenses of $12.7 million during the year endedDecember 31, 2019 is primarily due to an increase in interest expense as a result of additional borrowings on our variousfinancing sources (primarily the $109.0 million in aggregate principal amount of senior unsecured notes (“2023Notes”) and revolving credit facility) to support the larger average portfolio size, an increase in base management feesdue to the growth in invested assets, and an increase in incentive fees primarily due to the larger Incentive Fee Limitationduring the year ended December 31, 2018.

IncomeTaxes, Including Excise Taxes

Wehave elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatmentavailable to RICs. To maintain qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversificationrequirements and distribute to stockholders, for each taxable year, at least 90% of our “investment company taxable income,”which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized netlong-term capital losses.

Dependingon the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current yeardividend distributions from such current year taxable income into the next year and pay a 4% excise tax on such income, as required.To the extent that we determine that our estimated current year annual taxable income may exceed estimated current year dividenddistributions, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the yearsended December 31, 2020, 2019 and 2018, we recorded a net expense on the consolidated statements of operations of $0.4 million,$10 thousand, and $11 thousand, respectively, for U.S. federal excise tax.

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Certainof our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the years ended December31, 2020, 2019 and 2018, we recorded a net tax expense on the consolidated statements of operations of $2 thousand, $7 thousandand zero, respectively, for these subsidiaries.

NetRealized Gain (Loss)

Duringthe years ended December 31, 2020, 2019 and 2018, we had sales or dispositions of investments of $32.4 million, $1.7 million and$14.0 million, respectively, resulting in $2.6 million, ($0.9) million and ($30.0) million of net realized gain (loss), respectively. During 2020, $2.3 million of the net realized gain was attributable to our investment inRockdale.

Wemay enter into foreign currency forward contracts to reduce our exposure to foreign currency exchange rate fluctuations. Duringthe years ended December 31, 2020, 2019 and 2018, we had ($16) thousand, $12 thousand and ($3) thousand of net realized gain (loss)on foreign currency forward contracts, respectively. During the years ended December 31, 2020, 2019 and 2018, we had ($14) thousand,($4) thousand and ($13) thousand of net realized gain (loss) on foreign currency and other transactions, respectively.

NetChange in Unrealized Gain (Loss)

For the years ended December 31, 2020, 2019and 2018, our investments had ($30.6) million, ($8.0) million and $2.9 million of net change in unrealized gain (loss), respectively.The net change in unrealized gain (loss) includes both unrealized gain on investments in our portfolio with mark-to-market gainsduring the year and unrealized loss on investments in our portfolio with mark-to-market losses during the year.

During the year ended December 31, 2020,our operating results were negatively impacted by the uncertainty surrounding the COVID-19 pandemic which has caused severe disruptionsin the global economy and negatively impacted the fair value and performance of our investment portfolio.  We estimate approximately($20.9) million of the net unrealized losses were attributable to specific credit or fundamental performance of the underlyingportfolio companies, a significant portion of which is as a result of the impact of the COVID-19 pandemic on individual creditperformance. We also recorded ($8.4) million of net change in unrealized (loss) as a result of the reversal of previously recordedunrealized gains associated with the collection of proceeds from Rockdale. The fair value of our portfolio investments may be furthernegatively impacted after December 31, 2020 by circumstances and events that are not yet known. Additionally, we estimate thatthe remainder of the net unrealized losses during the year ended December 31, 2020, were attributable to broad market movementsand widening of credit spreads. This includes net unrealized losses of ($3.1) million attributable to our investment in the SLF.The SLF’s underlying investments are loans to middle-market borrowers that are generally larger than the rest of our portfoliowhich is focused on lower middle-market companies. These upper middle-market loans held within the SLF experienced higher volatilityin valuation than the rest of our portfolio.

The net change in unrealized gain (loss)during the year ended December 31, 2019 was primarily attributable to mark-to-market losses on our portfolio, including most significantlyunrealized losses on our investment in Worth of ($7.4) million. This was partially offset by mark-to-market gains on our investmentin Rockdale of $11.8 million.

For the years ended December 31, 2020, 2019and 2018, our foreign currency forward contracts had ($54) thousand, ($75) thousand, and $16 thousand of net change in unrealizedgain (loss), respectively. For the years ended December 31, 2020, 2019 and 2018, our foreign currency borrowings had ($0.7) million,($0.8) million and $1.0 million of net change in unrealized gain (loss), respectively.

NetIncrease (Decrease) in Net Assets Resulting from Operations

Forthe years ended December 31, 2020, 2019 and 2018, the net increase (decrease) in net assets from operations was $1.6 million,$19.2 million and $5.8 million, respectively. Based on the weighted average shares of common stock outstanding for the years endedDecember 31, 2020, 2019 and 2018, our per share net increase (decrease) in net assets resulting from operations was $0.08, $0.94and $0.29, respectively. The $17.6 million decrease during the year ended December 31, 2020, is primarily the result of a comparativeincrease in net mark-to-market losses on investments in the portfolio, partially offset by an increase in net investment income.The $13.4 million increase during the year ended December 31, 2019, is primarily the result of a comparative decrease in net mark-to-marketlosses on investments in the portfolio, partially offset by a decrease in net investment income.

Liquidityand Capital Resources

Asof December 31, 2020, we had $6.8 million in cash, $25.7 million in cash at MRCC SBIC, $126.6 million of total debt outstandingon our revolving credit facility, $109.0 million in 2023 Notes and $115.0 million in outstanding SBA debentures. We had $128.4million available for additional borrowings on our revolving credit facility, subject to borrowing base availability. See “ Borrowings ”below for additional information.

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Inaccordance with the 1940 Act, we are permitted to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act,is at least 150% after such borrowing. As of December 31, 2020 and December 31, 2019, our asset coverage ratio based on aggregateborrowings outstanding was 200% and 183%, respectively.

CashFlows

Forthe year ended December 31, 2020, we experienced a net increase (decrease) in cash and restricted cash of $2.8 million.During the same period operating activities provided $74.9 million, primarily as a result of sales of and principalrepayments on portfolio investments, partially offset by purchases of portfolio investments. During the same period, we used$72.1 million in financing activities, primarily as a result of net repayments on ourrevolving credit facility and distributions to stockholders, partially offset by proceeds from shares issued under theat-the-market (“ATM”) securities offering program.

Forthe year ended December 31, 2019, we experienced a net increase (decrease) in cash and restricted cash of $11.9 million. Duringthe same period we used $39.2 million in operating activities, primarily as a result of purchases of portfolio investments, partiallyoffset by sales of and principal repayments on portfolio investments. During the same period, we generated $51.2 million fromfinancing activities, primarily as a result of net proceeds from our 2023 Notes (net of deferred financing cost payments) andnet borrowings on our revolving credit facility, partially offset by distributions to stockholders.

Forthe year ended December 31, 2018, we experienced a net increase (decrease) in cash and restricted cash of $10.5 million. Duringthe same period we used $55.1 million in operating activities, primarily as a result of purchases of portfolio investments, partiallyoffset by sales of and principal repayments on portfolio investments. During the same period, we generated $65.7 million fromfinancing activities, primarily as a result of proceeds from our 2023 Notes (net of deferred financing cost payments) and netborrowings on our revolving credit facility, partially offset by distributions to stockholders.

CapitalResources

Asa BDC, we distribute substantially all of our net income to our stockholders and have an ongoing need to raise additional capitalfor investment purposes. We intend to generate additional cash primarily from future offerings of securities, future borrowingsand cash flows from operations, including income earned from investments in our portfolio companies. On both a short-term andlong-term basis, our primary use of funds will be to invest in portfolio companies and make cash distributions to our stockholders.We may also use available funds to repay outstanding borrowings.

Asa BDC, we are generally not permitted to issue and sell our common stock at a price below net asset value (“NAV”)per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price belowthe then-current NAV per share of our common stock if our board of directors (“Board”), including our independentdirectors, determines that such sale is in the best interests of us and our stockholders, and if our stockholders have approvedsuch sales. On June 19, 2019, our stockholders voted to allow us to sell or otherwise issue common stock at a price below NAVper share for a period of one year, subject to certain limitations. On June 17, 2020, our stockholders once again voted to allowus to sell or otherwise issue common stock at a price below net asset value per share for a period of one year, subject to certainlimitations. As of December 31, 2020 and 2019, we had 21,303,540 and 20,444,564, respectively, shares outstanding.

OnJune 24, 2015, our stockholders approved a proposal to authorize us to issue warrants, options or rights to subscribe to, convertto, or purchase our common stock in one or more offerings. This is a standing authorization and does not require annual re-approvalby our stockholders.

StockIssuances: On May 12, 2017, we entered into ATM equity distribution agreements with each of FBR Capital Markets & Co.(“FBR”) and JMP Securities LLC (“JMP”) (the “ATM Program”) through which we could sell, bymeans of ATM offerings from time to time, up to $50.0 million of our common stock. On May 8, 2020, we entered into an amendmentto the ATM Program to extend its term. All other material terms of the ATM Program remain unchanged. During the year ended December31, 2018, we sold 182,299 shares at an average price of $13.82 per share for gross proceeds of $2.5 million under the ATM Program.Aggregate underwriters’ discounts and commissions were $38 thousand and offering costs were $79 thousand, resulting in netproceeds of approximately $2.4 million. There were no stock issuances during the year ended December 31, 2019. During the yearended December 31, 2020, we sold 858,976 shares at an average price of $7.78 per share for gross proceeds of $6.7 million underthe ATM program. Aggregate underwriter’s discounts and commissions were $0.1 million and offering costs were $0.1 million,resulting in net proceeds of approximately $6.5 million.

Borrowings

RevolvingCredit Facility : We have a $255.0 million revolving credit facility with ING Capital LLC, as agent. The revolving credit facilityhas an accordion feature which permits us, under certain circumstances to increase the size of the facility up to $400.0 million(subject to maintaining 150% asset coverage, as defined by the 1940 Act). The revolving credit facility is secured by a lien onall of our assets, including cash on hand, but excluding the assets of our wholly-owned subsidiary, MRCC SBIC. We may make drawsunder the revolving credit facility to make or purchase additional investments through March 1, 2023 and for general working capitalpurposes until March 1, 2024, the maturity date of the revolving credit facility.

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OnMay 21, 2020, we amended our revolving credit facility (the “Amended Credit Agreement”) with ING Capital LLC, as agent.The amendment provided certain relief during a temporary COVID-19 relief period of up to nine months, including expanded borrowingbase capacity, flexibility within the asset coverage ratio definition to utilize an expanded base of assets to determine complianceand flexibility to utilize SEC COVID-19 relief for the calculation thereof. The Amended Credit Agreement also set out certaintemporary restrictions during the COVID-19 relief period, including limiting additional indebtedness and additional investments,setting additional parameters which may cap the total amount of cash dividends payable and requiring certain mandatory prepaymentsafter the receipt of proceeds from the issuances of equity or debt. During the three months ended September 30, 2020, we exitedthe COVID-19 relief period.

Additionally,the Amended Credit Agreement provided for certain permanent amendments, including elimination of the liquidity covenant, reductionof the net worth requirement from $125.0 million to $110.0 million, and lowering the minimum consolidated total net assets fromat least equal to $175.0 million plus 65% of the net proceeds from sales of our equity securities to at least equal to $150.0million plus 65% of the net proceeds from sales of our equity securities. As conditions of the Amended Credit Agreement, we agreedto certain pricing considerations, including an increase in the interest rate margins (a) for LIBOR loans (which may be one-,three- or six-month, at our option), from 2.375% to 2.625%, and (b) for alternate base rate loans, from 1.375% to 1.625%. Theother significant terms of the credit facility remained unchanged. We incurred expenses of $1.2 million in conjunction with theamendment which have been capitalized within unamortized deferred financing costs and are amortized into interest expense overthe estimated average life of the borrowings.

Ourability to borrow under the revolving credit facility is subject to availability under the borrowing base, which permits us toborrow up to 72.5% of the fair market value of our portfolio company investments depending on the type of investment we hold andwhether the investment is quoted. Our ability to borrow is also subject to certain concentration limits, and continued compliancewith the representations, warranties and covenants given by us under the facility. The revolving credit facility contains certainfinancial and restrictive covenants, including, but not limited to, our maintenance of: (1) minimum consolidated total net assetsat least equal to $150.0 million plus 65% of the net proceeds to us from sales of our equity securities after March 1, 2019; (2)a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness of not less than 1.5 to 1; and(3) a senior debt coverage ratio of at least 2 to 1. The revolving credit facility also requires us to undertake customary indemnificationobligations with respect to ING Capital LLC and other members of the lending group and to reimburse the lenders for expenses associatedwith entering into the credit facility. The revolving credit facility also has customary provisions regarding events of default,including events of default for nonpayment, change in control transactions at both Monroe Capital Corporation and MC Advisors,failure to comply with financial and negative covenants, and failure to maintain our relationship with MC Advisors. If we incuran event of default under the revolving credit facility and fail to remedy such default under any applicable grace period, ifany, then the entire revolving credit facility could become immediately due and payable, which would materially and adverselyaffect our liquidity, financial condition, results of operations and cash flows.

Ourrevolving credit facility also imposes certain conditions that may limit the amount of our distributions to stockholders. Distributionspayable in our common stock under the DRIP are not limited by the revolving credit facility. Distributions in cash or propertyother than common stock are generally limited to 115% of the amount of distributions required to maintain our status as a RIC.

Asof December 31, 2020, we had U.S. dollar borrowings of $104.6 million and non-U.S. dollar borrowings denominated in Great Britainpounds of £16.1 million ($22.0 million in U.S. dollars) under the revolving credit facility. As of December 31, 2019, wehad U.S. dollar borrowings of $159.0 million and non-U.S. dollar borrowings denominated in Great Britain pounds of £16.1million ($21.3 million in U.S. dollars) under the revolving credit facility. The borrowings denominated in Great Britain poundsmay be positively or negatively affected by movements in the rate of exchange between the U.S. dollar and the Great Britain pound.These movements are beyond our control and cannot be predicted. The borrowings denominated in Great Britain pounds are translatedinto U.S. dollars based on the spot rate at each balance sheet date. The impact resulting from changes in foreign currency borrowingsis included in net change in unrealized gain (loss) on foreign currency and other transactions on our consolidated statementsof operations and totaled ($0.7) million, ($0.8) million and $1.0 million for the years ended December 31, 2020, 2019 and 2018,respectively.

Borrowingsunder the revolving credit facility bear interest, at our election, at an annual rate of LIBOR (one-month, three-month or six-monthat our discretion based on the term of the borrowing) plus 2.625% or at a daily rate equal to 1.625% per annum plus the greaterof the prime interest rate, the federal funds rate plus 0.5% or LIBOR plus 1.0%, with a LIBOR floor of 0.5%. In addition to thestated interest rate on borrowings under the revolving credit facility, we are required to pay a commitment fee and certain conditionalfees based on usage of the expanded borrowing base and usage of the asset coverage ratio flexibility. A commitment fee of 0.5%per annum on any unused portion of the revolving credit facility if the unused portion of the facility is less than 35% of thethen available maximum borrowing or a commitment fee of 1.0% per annum on any unused portion of the revolving credit facilityif the unused portion of the facility is greater than or equal to 35% of the then available maximum borrowing. As of December31, 2020 and December 31, 2019, the outstanding borrowings were accruing at a weighted average interest rate of 3.2% and 4.0%,respectively.

2023Notes: As of December 31, 2020, we had $109.0 million in aggregate principal amount of senior unsecured notes outstandingthat mature on October 31, 2023. Interest on the 2023 Notes is paid quarterly on January 31, April 30, July 31, and October31, at an annual rate of 5.75%. We may redeem the 2023 Notes in whole or in part at any time or from time to time on or afterOctober 31, 2020. The 2023 Notes are general, unsecured obligations and rank equal in right of payment with all of ourexisting and future unsecured indebtedness. The 2023 Notes were listed on The Nasdaq Global Select Market under the tradingsymbol MRCCL. See Note 14 to our consolidated financial statements and “Recent Developments” for additionalinformation.

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SBADebentures: On February 28, 2014, our wholly-owned subsidiary, MRCC SBIC, received a license from the SBA to operate as aSBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September16, 2013.

TheSBIC license allows MRCC SBIC to obtain leverage by issuing SBA debentures, subject to the issuance of a leverage commitment bythe SBA and other customary procedures. SBA debentures are non-recourse, interest only debentures with interest payable semi-annuallyand have a ten-year maturity. The principal amount of SBA debentures is not required to be paid prior to maturity but may be prepaidat any time without penalty. The interest rate of SBA debentures is fixed on a semi-annual basis (pooling date) at a market-drivenspread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, has a superior claim to MRCC SBIC’s assetsover our stockholders in the event we liquidate MRCC SBIC, or the SBA exercises its remedies upon an event of default. As of December31, 2020, MRCC SBIC had $25.7 million in cash and $131.2 million in investments at fair value. As of December 31, 2019, MRCC SBIChad $27.4 million in cash and $134.0 million in investments at fair value.

Asof both December 31, 2020 and 2019, MRCC SBIC had $57.6 million in leverageable capital and the following SBA debentures outstanding(in thousands):

Maturity Date Interest Rate Amount
September 2024 3.4 % $ 12,920
March 2025 3.3 % 14,800
March 2025 2.9 % 7,080
September 2025 3.6 % 5,200
March 2027 3.5 % 20,000
September 2027 3.2 % 32,100
March 2028 3.9 % 18,520
September 2028 4.2 % 4,380
Total $ 115,000

SeeNote 14 to our consolidated financial statements and “Recent Developments” for additional informationon the SBA debentures.

SBAregulations currently limit the amount that an individual SBIC may borrow to a maximum of $175.0 million when it has at least$87.5 million in regulatory capital, receives a leverage commitment from the SBA and has been through an audit examination bythe SBA subsequent to licensing. The SBA also limits a related group of SBICs (commonly referred to as a “family of funds”)to a maximum of $350.0 million in total borrowings.

Wewere granted exemptive relief from the SEC for permission to exclude the debt of MRCC SBIC guaranteed by the SBA from the assetcoverage test under the 1940 Act. The receipt of this exemption for this SBA debt increases flexibility under the asset coveragetest.

Distributions

OurBoard will determine the timing and amount, if any, of our distributions. We intend to pay distributions on a quarterlybasis. In order to avoid corporate-level tax on the income we distribute as a RIC, we must distribute to our stockholders atleast 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capitallosses, if any, on an annual basis out of the assets legally available for such distributions. In addition, we also intend todistribute any realized net capital gains (i.e., realized net long-term capital gains in excess of realized net short-termcapital losses) at least annually out of the assets legally available for such distributions. Distributions to stockholdersfor the years ended December 31, 2020, 2019 and 2018 totaled $23.1 million ($1.10 per share), $28.6 million ($1.40 per share)and $28.5 million ($1.40 per share), respectively, none of which represented a return of capital. The tax character of suchdistributions is determined at the end of the fiscal year.

InOctober 2012, we adopted an “opt out” dividend reinvestment plan (“DRIP”) for our common stockholders.When we declare a distribution, our stockholders’ cash distributions will automatically be reinvested in additional sharesof our common stock unless a stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholderwill receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generallybe subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in ourDRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes.

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MRCCSenior Loan Fund I, LLC

Weco-invest with Life Insurance Company of the Southwest (“LSW”) in senior secured loans through SLF, an unconsolidatedDelaware LLC. SLF is capitalized as underlying investment transactions are completed, taking into account available debt and equitycommitments available for funding these investments. All portfolio and investment decisions in respect to SLF must be approvedby the SLF investment committee, consisting of one representative of each of us and LSW. SLF may cease making new investmentsupon notification of either member but operations will continue until all investments have been sold or paid-off in the normalcourse of business. Investments held by SLF are measured at fair value using the same valuation methodologies as described below.Our investment is illiquid in nature as SLF does not allow for withdrawal from the LLC or the sale of a member’s interestunless approved by the board members of SLF. The full withdrawal of a member would result in an orderly wind-down of SLF.

67

SLF’sprofits and losses are allocated to us and LSW in accordance with the respective ownership interests. As of both December 31,2020 and 2019, we and LSW each owned 50.0% of the LLC equity interests of SLF. As of both December 31, 2020 and 2019, SLF had$100.0 million in equity commitments from its members (in the aggregate), of which $84.3 million was funded.

Asof both December 31, 2020 and 2019, we have committed to fund $50.0 million of LLC equity interest subscriptions to SLF. As ofboth December 31, 2020 and 2019, $42.2 million of our LLC equity interest subscriptions to SLF had been called and contributed,net of return of capital distributions subject to recall.

Forthe years ended December 31, 2020, 2019 and 2018, we received $4.4 million, $4.0 million and $1.7 million of dividend income fromour LLC equity interest in SLF, respectively.

SLFhas a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Capital One, N.A., throughits wholly-owned subsidiary MRCC Senior Loan Fund I Financing SPV, LLC (“SLF SPV”), which as of December 31, 2020allowed SLF SPV to borrow up to $170.0 million at any one time, subject to leverage and borrowing base restrictions. Borrowingsunder the SLF Credit Facility bear interest at an annual rate of LIBOR (three-month) plus 2.25%. The maturity date on the SLFCredit Facility is March 22, 2023.

SLFdoes not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with MonroeCapital Management Advisors, LLC (“MC Management”), pursuant to which certain loan servicing and administrative functionsare delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurredby MC Management. For the years ended December 31, 2020, 2019 and 2018, SLF incurred $0.2 million, $0.2 million, and $72 thousandof allocable expenses, respectively. There are no agreements or understandings by which we guarantee any SLF obligations.

Asof December 31, 2020 and 2019, SLF had total assets at fair value of $209.7 million and $245.5 million, respectively. As of December31, 2020, SLF had one portfolio company investment on non-accrual status with a fair value of $1.0 million. As of December 31,2019, SLF had no portfolio company investments on non-accrual status. The portfolio companies in SLF are in industries and geographiessimilar to those in which we may invest directly. Additionally, as of December 31, 2020 and 2019, SLF had $0.8 million and $4.9million, respectively, in outstanding commitments to fund investments under undrawn revolvers and delayed draw commitments.

Belowis a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of December31, 2020 and 2019:

As of
December 31, 2020 December 31, 2019
Senior secured loans (1) 214,389 243,778
Weighted average current interest rate on senior secured loans (2) 5.8 % 7.0 %
Number of borrowers in SLF 57 64
Largest portfolio company investment (1) 6,790 6,860
Total of five largest portfolio company investments (1) 27,064 28,880

(1) Represents outstanding principal amount, excluding unfunded commitments. Principal amounts in thousands.
(2) Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at outstanding principal amount.

68

MRCCSENIOR LOAN FUND I, LLC

CONSOLIDATEDSCHEDULE OF INVESTMENTS

December31, 2020

(inthousands)

Portfolio Company (a) Spread Above Index (b) Interest Rate (b) Maturity Principal Fair Value
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Aerospace & Defense
Bromford Industries Limited (c) L+5.25% 6.25 % 11/5/2025 2,772 $ 2,685
Bromford Industries Limited (c) L+5.25% 6.25 % 11/5/2025 1,848 1,790
Trident Maritime SH, Inc. L+4.75% 5.75 % 6/4/2024 4,401 4,363
Trident Maritime SH, Inc. (Revolver) (d) L+4.75% 5.75 % 6/4/2024 340
9,361 8,838
Automotive
Truck-Lite Co., LLC L+6.25% 7.25 % 12/14/2026 1,726 1,716
Truck-Lite Co., LLC L+6.25% 7.25 % 12/14/2026 256 254
Wheel Pros, LLC L+5.25% 6.25 % 11/10/2027 3,000 2,961
4,982 4,931
Banking, Finance, Insurance & Real Estate
Avison Young (USA), Inc. (c) L+5.00% 5.25 % 1/30/2026 4,900 4,659
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.) L+5.25% 6.25 % 12/13/2024 4,653 4,585
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.) (Delayed Draw) (d) L+5.25% 6.25 % 12/13/2024 264 102
Lightbox Intermediate, L.P. L+5.00% 5.15 % 5/11/2026 4,925 4,777
Minotaur Acquisition, Inc. L+5.00% 5.15 % 3/27/2026 2,947 2,900
17,689 17,023
Beverage, Food & Tobacco
CBC Restaurant Corp. n/a 5.00% PIK (e) 4/28/2022 1,117 1,031
SW Ingredients Holdings, LLC L+4.00% 5.00 % 7/3/2025 3,656 3,647
4,773 4,678
Capital Equipment
Analogic Corporation L+5.25% 6.25 % 6/24/2024 4,800 4,800
4,800 4,800
Chemicals, Plastics & Rubber
Polymer Solutions Group L+7.00% 8.00 % 6/30/2021 1,216 1,189
1,216 1,189
Construction & Building
ISC Purchaser, LLC L+4.00% 5.00 % 7/11/2025 4,937 4,896
The Cook & Boardman Group, LLC L+5.75% 6.75 % 10/20/2025 2,940 2,811
7,877 7,707
Consumer Goods: Durable
International Textile Group, Inc. L+5.00% 5.37 % 5/1/2024 1,758 1,597
1,758 1,597
Consumer Goods: Non-Durable
PH Beauty Holdings III, Inc. L+5.00% 5.23 % 9/26/2025 2,442 2,149
2,442 2,149
Containers, Packaging & Glass
Liqui-Box Holdings, Inc. L+4.50% 5.50 % 2/26/2027 4,312 3,848
Polychem Acquisition, LLC L+5.00% 5.15 % 3/17/2025 2,948 2,948
Port Townsend Holdings Company, Inc. L+6.75% 5.75% Cash/
2.00% PIK
4/3/2024 4,683 4,263
PVHC Holding Corp. L+4.75% 5.75 % 8/5/2024 3,250 2,844
15,193 13,903
Energy: Oil & Gas
Drilling Info Holdings, Inc. L+4.25% 4.40 % 7/30/2025 4,563 4,429
Offen, Inc. L+5.00% 5.15 % 6/22/2026 2,412 2,343
Offen, Inc. L+5.00% 5.15 % 6/22/2026 885 860
7,860 7,632
Healthcare & Pharmaceuticals
LSCS Holdings, Inc. L+4.25% 4.51 % 3/17/2025 2,299 2,253
LSCS Holdings, Inc. L+4.25% 4.51 % 3/17/2025 593 582
Radiology Partners, Inc. L+4.25% 4.40 % 7/9/2025 4,760 4,692
7,652 7,527
High Tech Industries
AQA Acquisition Holding, Inc. L+4.25% 5.25 % 5/24/2023 3,257 3,257
Corel, Inc. (c) L+5.00% 5.23 % 7/2/2026 3,900 3,844
LW Buyer, LLC L+5.00% 5.15 % 12/30/2024 4,925 4,900
TGG TS Acquisition Company L+6.50% 6.65 % 12/12/2025 3,753 3,720
15,835 15,721
Hotels, Gaming & Leisure
Excel Fitness Holdings, Inc. L+5.25% 6.25 % 10/7/2025 4,207 3,878
North Haven Spartan US Holdco, LLC L+5.00% 6.00 % 6/6/2025 2,321 1,979
Tait, LLC L+5.00% 5.23 % 3/28/2025 4,167 3,669
Tait, LLC (Revolver) P+4.00% 7.25 % 3/28/2025 769 711
11,464 10,237
Media: Advertising, Printing & Publishing
Cadent, LLC L+5.50% 6.50 % 9/11/2023 4,728 4,622
Cadent, LLC (Revolver) (d) L+5.50% 6.50 % 9/11/2023 167
Digital Room Holdings, Inc. L+5.00% 5.27 % 5/21/2026 4,362 4,133
Monotype Imaging Holdings, Inc. L+5.50% 6.50 % 10/9/2026 4,906 4,653
14,163 13,408
Media: Diversified & Production
Research Now Group, Inc. and Survey Sampling International, LLC L+5.50% 6.50 % 12/20/2024 6,790 6,708
Stats Intermediate Holding, LLC L+5.25% 5.47 % 7/10/2026 4,950 4,909
The Octave Music Group, Inc. L+6.00% 6.25% Cash/
0.75% PIK
5/29/2025 4,871 4,335
16,611 15,952
Services: Business
AQ Carver Buyer, Inc. L+5.00% 6.00 % 9/23/2025 4,937 4,888
CHA Holdings, Inc. L+4.50% 5.50 % 4/10/2025 2,002 1,872
CHA Holdings, Inc. L+4.50% 5.50 % 4/10/2025 422 395
Eliassen Group, LLC L+4.25% 4.40 % 11/5/2024 3,017 2,922
Engage2Excel, Inc. L+8.00% 7.00% Cash/
2.00% PIK
3/7/2023 4,299 4,178
Engage2Excel, Inc. L+8.00% 7.00% Cash/
2.00% PIK
3/7/2023 776 754
Engage2Excel, Inc. (Revolver) (d) L+8.00% 7.00% Cash/
2.00% PIK
3/7/2023 548 364
GI Revelation Acquisition, LLC L+5.00% 5.15 % 4/16/2025 1,365 1,344
Legility, LLC L+6.00% 7.00 % 12/17/2025 4,906 4,735
Orbit Purchaser, LLC L+4.50% 5.50 % 10/21/2024 2,456 2,407
Orbit Purchaser, LLC L+4.50% 5.50 % 10/21/2024 1,897 1,859
Orbit Purchaser, LLC L+4.50% 5.50 % 10/21/2024 555 544
Output Services Group, Inc. L+4.50% 5.50 % 3/27/2024 4,865 3,648
SIRVA Worldwide, Inc. L+5.50% 5.65 % 8/4/2025 1,900 1,741
Teneo Holdings, LLC L+5.25% 6.25 % 7/11/2025 4,938 4,903
The Kleinfelder Group, Inc. L+5.25% 6.25 % 11/29/2024 2,450 2,450
41,333 39,004
Services: Consumer
Cambium Learning Group, Inc. L+4.50% 4.75 % 12/18/2025 4,900 4,883
LegalZoom.com, Inc. L+4.50% 4.65 % 11/21/2024 2,694 2,706
7,594 7,589
Telecommunications
Intermedia Holdings, Inc. L+6.00% 7.00 % 7/21/2025 1,797 1,795
Mavenir Systems, Inc. L+6.00% 7.00 % 5/8/2025 3,900 3,893
5,697 5,688
Transportation: Cargo
GlobalTranz Enterprises, LLC L+5.00% 5.15 % 5/15/2026 3,262 3,050
3,262 3,050
Utilities: Oil & Gas
NGS US Finco, LLC L+4.25% 5.25 % 10/1/2025 1,712 1,640
NGS US Finco, LLC L+5.25% 6.25 % 10/1/2025 250 246
1,962 1,886
Wholesale
BMC Acquisition, Inc. L+5.25% 6.25 % 12/30/2024 4,850 4,802
HALO Buyer, Inc. L+4.50% 5.50 % 6/30/2025 4,875 4,533
PT Intermediate Holdings III, LLC L+5.50% 6.50 % 10/15/2025 1,980 1,851
11,705 11,186
TOTAL INVESTMENTS $ 205,695

(a) All investments are U.S. companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, we have provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2020. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) This is an international company.
(d) All or a portion of this commitment was unfunded as of December 31, 2020. As such, interest is earned only on the funded portion of this commitment. Principal reflects the commitment outstanding.
(e) This position was on non-accrual status as of December 31, 2020, meaning that we have ceased accruing interest income on the position.

69

MRCCSENIOR LOAN FUND I, LLC

CONSOLIDATEDSCHEDULE OF INVESTMENTS

December31, 2019

(inthousands)

Portfolio Company (a) Spread Above
Index (b)
Interest
Rate (b)
Maturity Principal Fair
Value
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Aerospace & Defense
Bromford Industries Limited (e) L+5.25% 7.14 % 11/5/2025 2,800 $ 2,772
Bromford Industries Limited (e) L+5.25% 7.14 % 11/5/2025 1,867 1,848
IMIA Holdings, Inc. L+4.50% 6.44 % 10/28/2024 4,277 4,277
IMIA Holdings, Inc. (Revolver) (c) L+4.50% 6.44 % 10/28/2024 680
MAG Aerospace Industries, Inc. L+4.75% 6.55 % 6/6/2025 3,251 3,234
Novaria Holdings, LLC L+4.75% 6.55 % 12/19/2024 4,290 4,288
Trident Maritime SH, Inc. L+5.50% 7.30 % 6/4/2024 4,435 4,404
Trident Maritime SH, Inc. (Revolver) (c) L+5.50% 7.30 % 6/4/2024 340
21,940 20,823
Automotive
Innovative Aftermarkets Systems L+5.50% 7.30 % 1/25/2021 1,893 1,891
Wheel Pros, LLC L+4.75% 6.55 % 4/4/2025 4,933 4,875
6,826 6,766
Banking, Finance, Insurance & Real Estate
Avison Young (USA), Inc. (e) L+5.00% 6.94 % 1/30/2026 4,950 4,874
Lightbox Intermediate, L.P. L+5.00% 6.74 % 5/11/2026 4,975 4,913
Minotaur Acquisition, Inc. L+5.00% 6.80 % 3/27/2026 2,978 2,940
Nuvei Technologies Corp. (e) L+5.00% 6.80 % 9/26/2025 4,657 4,692
Zenith Merger Sub, Inc. L+5.25% 7.19 % 12/13/2024 4,700 4,700
Zenith Merger Sub, Inc. (Delayed Draw) (c) L+5.25% 7.19 % 12/13/2024 265 66
22,525 22,185
Beverage, Food & Tobacco
CBC Restaurant Corp. L+6.50% 8.30 % 11/10/2022 2,537 2,502
SW Ingredients Holdings, LLC L+4.00% 6.21 % 7/3/2025 3,694 3,688
US Salt, LLC L+4.75% 6.55 % 1/16/2026 2,729 2,743
8,960 8,933
Capital Equipment
Analogic Corporation L+6.00% 7.80 % 6/24/2024 4,874 4,854
4,874 4,854
Chemicals, Plastics & Rubber
Polymer Solutions Group L+6.75% 8.45 % 6/30/2021 1,271 1,271
1,271 1,271
Construction & Building
ISC Purchaser, LLC L+5.00% 6.94 % 7/11/2025 4,988 4,988
The Cook & Boardman Group, LLC L+5.75% 7.67 % 10/20/2025 2,970 2,866
7,958 7,854
Consumer Goods: Durable
International Textile Group, Inc. L+5.00% 6.69 % 5/1/2024 1,805 1,498
1,805 1,498
Consumer Goods: Non-Durable
PH Beauty Holdings III, Inc. L+5.00% 6.80 % 9/26/2025 2,468 2,356
2,468 2,356
Containers, Packaging & Glass
Liqui-Box Holdings, Inc. (d) L+4.50% 6.30 % 6/3/2026 4,333 4,241
Polychem Acquisition, LLC L+5.00% 6.95 % 3/17/2025 2,978 2,978
Port Townsend Holdings Company, Inc. L+4.75% 6.55 % 4/3/2024 4,838 4,777
PVHC Holding Corp. L+4.75% 6.69 % 8/5/2024 3,283 2,947
PVHC Holding Corp. (Delayed Draw) (c) L+4.75% 6.69 % 8/5/2024 425
15,857 14,943
Energy: Oil & Gas
Drilling Info Holdings, Inc. L+4.25% 6.05 % 7/30/2025 4,609 4,586
Offen, Inc. L+5.00% 6.94 % 6/22/2026 2,436 2,436
Offen, Inc. (Delayed Draw) (c) L+5.00% 6.94 % 6/22/2026 885
7,930 7,022
Healthcare & Pharmaceuticals
LSCS Holdings, Inc. L+4.25% 6.19 % 3/17/2025 2,322 2,299
LSCS Holdings, Inc. L+4.25% 6.19 % 3/17/2025 599 593
P&L Developments, LLC L+7.50% 9.50 % 6/28/2024 2,993 2,978
Radiology Partners, Inc. L+4.75% 6.62 % 7/9/2025 4,938 4,970
Solara Medical Supplies, LLC L+6.00% 7.94 % 2/27/2024 5,515 5,515
Solara Medical Supplies, LLC L+6.00% 7.94 % 2/27/2024 1,068 1,068
Solara Medical Supplies, LLC (Revolver) (c) L+6.00% 7.94 % 2/27/2024 714
18,149 17,423
High Tech Industries
AQA Acquisition Holding, Inc. L+4.25% 6.19 % 5/24/2023 3,291 3,275
Corel, Inc. (e) L+5.00% 6.91 % 7/2/2026 4,000 3,875
Gigamon, Inc. L+4.25% 6.04 % 12/27/2024 2,940 2,914
LW Buyer, LLC L+5.00% 6.80 % 12/30/2024 4,975 4,938
Perforce Software, Inc. L+4.50% 6.30 % 7/1/2026 3,325 3,331
TGG TS Acquisition Company L+6.50% 8.24 % 12/12/2025 4,058 4,037
22,589 22,370
Hotels, Gaming & Leisure
Excel Fitness Holdings, Inc. L+5.25% 7.05 % 10/7/2025 4,250 4,255
North Haven Spartan US Holdco, LLC L+5.00% 6.89 % 6/6/2025 2,344 2,343
Tait, LLC L+4.50% 6.61 % 3/28/2025 4,210 4,210
Tait, LLC (Revolver) (c) L+4.50% 6.61 % 3/28/2025 769
11,573 10,808
Media: Advertising, Printing & Publishing
Cadent, LLC L+5.25% 7.05 % 9/11/2023 4,938 4,925
Cadent, LLC (Revolver) (c) L+5.25% 7.05 % 9/11/2023 167
Digital Room Holdings, Inc. L+5.00% 6.80 % 5/21/2026 4,406 4,186
Monotype Imaging Holdings Corp. (d) L+5.50% 7.30 % 10/9/2026 5,000 4,825
14,511 13,936
Media: Diversified & Production
Research Now Group, Inc. and Survey Sampling International, LLC L+5.50% 7.41 % 12/20/2024 6,860 6,869
Stats Intermediate Holding, LLC L+5.25% 7.30 % 7/10/2026 5,000 4,894
11,860 11,763
Services: Business
AQ Carver Buyer, Inc. (d) L+5.00% 6.80 % 9/24/2025 5,000 4,925
CHA Holdings, Inc. L+4.50% 6.44 % 4/10/2025 2,023 2,020
CHA Holdings, Inc. L+4.50% 6.44 % 4/10/2025 426 426
Eliassen Group, LLC L+4.50% 6.30 % 11/5/2024 3,032 3,022
Engage2Excel, Inc. L+6.50% 8.71 % 3/7/2023 4,298 4,181
Engage2Excel, Inc. L+6.50% 8.42 % 3/7/2023 775 754
Engage2Excel, Inc. (Delayed Draw) (c) L+6.50% 8.42 % 3/7/2023 500
Engage2Excel, Inc. (Revolver) (c) P+5.50% 10.25 % 3/7/2023 545 354
GI Revelation Acquisition, LLC L+5.00% 6.80 % 4/16/2025 1,379 1,305
Orbit Purchaser, LLC L+4.50% 6.45 % 10/21/2024 2,481 2,479
Orbit Purchaser, LLC L+4.50% 6.45 % 10/21/2024 1,916 1,914
Orbit Purchaser, LLC L+4.50% 6.45 % 10/21/2024 560 560
Output Services Group, Inc. L+4.50% 6.30 % 3/27/2024 4,916 4,166
SIRVA Worldwide, Inc. L+5.50% 7.30 % 8/4/2025 1,950 1,931
Teneo Holdings, LLC L+5.25% 6.99 % 7/11/2025 4,988 4,757
The Kleinfelder Group, Inc. L+4.75% 6.37 % 11/29/2024 2,475 2,474
37,264 35,268
Services: Consumer
Cambium Learning Group, Inc. L+4.50% 6.30 % 12/18/2025 4,950 4,801
LegalZoom.com, Inc. L+4.50% 6.30 % 11/21/2024 2,722 2,747
7,672 7,548
Telecommunications
Intermedia Holdings, Inc. L+6.00% 7.80 % 7/21/2025 1,815 1,820
Mavenir Systems, Inc. L+6.00% 7.91 % 5/8/2025 3,940 3,920
5,755 5,740
Transportation: Cargo
GlobalTranz Enterprises, LLC L+5.00% 6.79 % 5/15/2026 3,295 3,032
3,295 3,032
Utilities: Oil & Gas
NGS US Finco, LLC L+4.25% 6.05 % 10/1/2025 1,733 1,733
1,733 1,733
Wholesale
BMC Acquisition, Inc. L+5.25% 7.17 % 12/30/2024 4,900 4,888
Halo Buyer, Inc. L+4.50% 6.30 % 6/30/2025 4,925 4,827
PT Intermediate Holdings III, LLC L+5.50% 7.44 % 10/15/2025 2,000 1,995
11,825 11,710
TOTAL INVESTMENTS $ 239,836

(a) All investments are U.S. companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, we have provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) All or a portion of this commitment was unfunded as of December 31, 2019. As such, interest is earned only on the funded portion of this commitment. Principal reflects the commitment outstanding.
(d) Investment position or portion thereof unsettled as of December 31, 2019.
(e) This is an international company.

70

Belowis certain summarized financial information for SLF as of December 31, 2020 and 2019 and for the years ended December 31, 2020,2019 and 2018 (in thousands):

December 31, 2020 December 31, 2019
Assets
Investments, at fair value $ 205,695 $ 239,836
Cash 351 446
Restricted cash 2,948 4,226
Interest receivable 629 920
Other assets 43 41
Total assets 209,666 245,469
Liabilities
Revolving credit facility 131,497 147,232
Less: Unamortized deferred financing costs (969 ) (1,407 )
Total debt, less unamortized deferred financing costs 130,528 145,825
Payable for open trades 13,940
Interest payable 294 533
Accounts payable and accrued expenses 277 346
Total liabilities 131,099 160,644
Members’ capital 78,567 84,825
Total liabilities and members’ capital $ 209,666 $ 245,469

For the years ended December 31,
2020 2019 2018
Investment income:
Interest income $ 15,578 $ 16,294 $ 7,288
Total investment income 15,578 16,294 7,288
Expenses:
Interest and other debt financing expenses 5,227 7,056 2,849
Organizational costs 11
Professional fees 666 718 312
Total expenses 5,893 7,774 3,172
Net investment income (loss) 9,685 8,520 4,116
Net gain (loss):
Net realized gain (loss) (1,713 ) 7 7
Net change in unrealized gain (loss) (5,429 ) (781 ) (85 )
Net gain (loss) (7,142 ) (774 ) (78 )
Net increase (decrease) in members’ capital $ 2,543 $ 7,746 $ 4,038

RelatedParty Transactions

Wehave a number of business relationships with affiliated or related parties, including the following:

We have an Investment Advisory Agreement with MC Advisors, an investment advisor registered with the SEC, to manage our investing activities. We pay MC Advisors a fee for its services under the Investment Advisory Agreement consisting of two components - a base management fee and an incentive fee. On November 4, 2019, we amended the base management fee under the Investment Advisory Agreement, effective July 1, 2019. See Note 6 to our consolidated financial statements and “Significant Accounting Estimates and Critical Accounting Policies - Capital Gains Incentive Fee ” for additional information.

71

We have an Administration Agreement with MC Management to provide us with the office facilities and administrative services necessary to conduct our day-to-day operations. See Note 6 to our consolidated financial statements for additional information.

SLF has an administration agreement with MC Management to provide SLF with certain loan servicing and administrative functions. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurred by MC Management. See Note 3 to our consolidated financial statements and “Liquidity and Capital Resources - MRCC Senior Loan Fund I, LLC ” for additional information.

Theodore L. Koenig, our Chief Executive Officer and Chairman of our Board is also a manager of MC Advisors and the President and Chief Executive Officer of MC Management. Aaron D. Peck, our Chief Financial Officer and Chief Investment Officer, serves as a director on our Board and is also a managing director of MC Management.

We have a license agreement with Monroe Capital LLC, under which Monroe Capital LLC has agreed to grant us a non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in our business.

Inaddition, we have adopted a formal code of ethics that governs the conduct of MC Advisors’ officers, directors and employees.Our officers and directors also remain subject to the duties imposed by both the 1940 Act and Maryland General Corporation Law.

ContractualObligations and Off-Balance Sheet Arrangements

Thefollowing table shows our significant contractual payment obligations for repayment as of December 31, 2020 (in thousands):

Total Less than
1 year
1 – 3 years 3 – 5 years More than
5 years
Revolving credit facility $ 126,559 $ $ $ 126,559 $
2023 Notes 109,000 109,000
SBA debentures payable 115,000 40,000 75,000
Unfunded commitments (1) 52,252 52,252
Total contractual obligations $ 402,811 $ 52,252 $ 109,000 $ 166,559 $ 75,000

(1) Unfunded commitments represent all amounts unfunded, excluding our investments in SLF, as of December 31, 2020. These amounts may or may not be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but we are showing this amount in the less than one year category as this entire amount was eligible for funding to the borrowers as of December 31, 2020.

Wemay become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financialneeds of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees,elements of liquidity and credit risk in excess of the amount recognized on the consolidated statements of assets and liabilities.As of December 31, 2020 and 2019, we had outstanding commitments to fund investments under undrawn revolvers, capital expenditureloans, delayed draw commitments and subscription agreements, excluding unfunded commitments in SLF, totaling $52.3 million and$44.2 million, respectively. As of both December 31, 2020 and 2019, we had unfunded commitments to SLF of $7.8 million that maybe contributed primarily for the purpose of funding new investments approved by the SLF investment committee. Drawdowns of thecommitments to SLF require authorization from one of our representatives on SLF’s board of managers. Additionally, we haveentered into certain contracts with other parties that contain a variety of indemnifications. Our maximum exposure under thesearrangements is unknown. However, we have not experienced claims or losses pursuant to these contracts and believe the risk ofloss related to such indemnifications to be remote.

Off-BalanceSheet Arrangements

Otherthan contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balancesheet financings or liabilities.

Senior Securities

Informationabout our senior securities is shown in the following table as of December 31, 2020 and for the years indicated in the table(dollars in thousands). This annual information has been derived from our audited consolidated financial statements for each respectiveperiod, which have been audited by RSM US LLP, our independent registered public accounting firm. RSM US LLP’s report on the senior securities table as of December 31, 2020 is attached as anexhibit 99.1 of this report.

Class and Year Total Amount Outstanding Exclusive of Treasury Securities (1) Asset Coverage per Unit (2) Involuntary Liquidating Preference per Unit (3) Asset Market Value per Unit (4)
Revolving Credit Facility
December 31, 2020 $ 126,559 $ 1,995 N/A
December 31, 2019 180,294 1,862 N/A
December 31, 2018 136,026 2,262 N/A
December 31, 2017 117,092 3,380 N/A
December 31, 2016 129,000 2,848 N/A
December 31, 2015 123,700 2,462 N/A
December 31, 2014 82,300 2,547 N/A
December 31, 2013 76,000 2,644 N/A
December 31, 2012 55,000 2,521 N/A
5.75% Notes due 2023
December 31, 2020 $ 109,000 $ 1,995 $ 940 (5)
December 31, 2019 109,000 1,862 1,005 (5)
December 31, 2018 69,000 2,262 986 (5)
Secured Borrowings (6)
December 31, 2020 $ $ 1,995 N/A
December 31, 2019 1,862 N/A
December 31, 2018 2,262 N/A
December 31, 2017 3,380 N/A
December 31, 2016 (7) 1,320 2,848 N/A
December 31, 2015 (8) 2,535 2,462 N/A
December 31, 2014 (9) 4,134 2,547 N/A
December 31, 2013 (10) 7,997 2,644 N/A
December 31, 2012 2,521 N/A

(1) Total amount of each class of senior securities outstanding at the end of the period presented.
(2) The asset coverage ratio of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage per Unit (including for the 5.75% Notes due 2023, which were issued in $25 increments). On October 2, 2014, we received exemptive relief from the SEC to permit us to exclude the debt of MRCC SBIC guaranteed by the SBA from our asset coverage test under the 1940 Act.
(3) The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
(4) Not applicable, except for with respect to the 5.75% Notes due 2023, as the other senior securities are not registered for public trading.
(5) The average market value for the 5.75% Notes due 2023 is calculated as the average daily closing prices of such notes on the Nasdaq Global Select Market for the years ended December 31, 2020, 2019 and 2018, as applicable, divided by the par value per unit of such notes. This average market value is multiplied by $1,000 to determine the Average Market Value per Unit.
(6) Certain partial loan sales do not qualify for sale accounting under ASC Topic 860 — Transfers and Servicing because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the accompanying consolidated statements of assets and liabilities and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated statements of assets and liabilities. Amounts presented in this table represent the par amount outstanding.
(7) The secured borrowings have a weighted average stated interest rate of 6.26%, a weighted average years to maturity of 1.0 year and a fair value as of December 31, 2016 of $1,314.
(8) The secured borrowings have a weighted average stated interest rate of 5.75%, a weighted average years to maturity of 2.0 years and a fair value as of December 31, 2015 of $2,476.
(9) The secured borrowings have a weighted average stated interest rate of 5.45%, a weighted average years to maturity of 3.0 years and a fair value as of December 31, 2014 of $4,008.
(10) The secured borrowings have a weighted average stated interest rate of 4.33%, a weighted average years to maturity of 4.0 years and a fair value as of December 31, 2013 of $7,943.

MarketTrends

Inlate 2019 and early 2020, COVID-19 emerged in China and spread rapidly across the world, including to the United States. Thisoutbreak has led to disruptions in local, regional, national and global markets and economies affected thereby and will continueto cause disruptions for an unknown and potentially significant amount of time. To date, cross border commercial activity andmarket sentiment have been negatively impacted by the outbreak and government and other measures seeking to contain its spread.The federal government and the Federal Reserve, as well as foreign governments and central banks, have implemented significantfiscal and monetary policies in response to these disruptions, and additional government and regulatory responses may be possible.It is currently impossible to determine the scope of this or any future outbreak, how long any such outbreak and market disruption,volatility or uncertainty may last, the effect any governmental actions and changes in base interest rates will have or the fullpotential impact on us, our industry and our portfolio companies.

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Wehave also identified the following general trends that may affect our business:

TargetMarket : We believe that small and middle-market companies in the United States with annual revenues between $10.0 millionand $2.5 billion represent a significant growth segment of the U.S. economy and often require substantial capital investmentsto grow. Middle-market companies have generated a significant number of investment opportunities for investment funds managedor advised by Monroe Capital, and we believe that this market segment will continue to produce significant investment opportunitiesfor us.

SpecializedLending Requirements : We believe that several factors render many U.S. financial institutions ill-suited to lend to U.S. middle-marketcompanies. For example, based on the experience of our management team, lending to U.S. middle-market companies (1) is generallymore labor intensive than lending to larger companies due to the smaller size of each investment and the fragmented nature ofinformation for such companies, (2) requires due diligence and underwriting practices consistent with the demands and economiclimitations of the middle-market and (3) may also require more extensive ongoing monitoring by the lender.

Demandfor Debt Capital : We believe there is a large pool of uninvested private equity capital for middle-market companies. We expectprivate equity firms will seek to leverage their investments by combining equity capital with senior secured loans and mezzaninedebt from other sources, such as us.

Competitionfrom Other Lenders : We believe that many traditional bank lenders, in recent years, de-emphasized their service and productofferings to middle-market businesses in favor of lending to large corporate clients and managing capital market transactions.In addition, many commercial banks face significant balance sheet constraints as they seek to build capital and meet future regulatorycapital requirements. These factors may result in opportunities for alternative funding sources to middle-market companies andtherefore drive increased new investment opportunities for us. Conversely, there has been a significant amount of capital raisedover the past several years dedicated to middle market lending which has increased competitive pressure in the BDC and investmentcompany marketplace for senior and subordinated debt, which in turn could result in lower yields and weaker financial covenantsfor new assets.

Pricingand Deal Structures : We believe that the volatility in global markets over the last several years and current macroeconomicissues including changes in bank regulations for middle-market banks has reduced access to, and availability of, debt capitalto middle-market companies, causing a reduction in competition and generally more favorable capital structures and deal terms.Recent capital raises in the BDC and investment company marketplace have created increased competition; however, we believe thatcurrent market conditions may continue to create favorable opportunities to invest at attractive risk-adjusted returns.

RecentDevelopments

OnJanuary 15, 2021, we entered into an underwriting agreement (the “Underwriting Agreement”) by and among us,MC Advisors, MC Management and Raymond James & Associates, Inc., as representative of the several underwriters,in connection with the issuance and sale (the “Offering”) of $130.0 million aggregate principal amount of 4.75%Notes due 2026 (the “2026 Notes”). The Offering closed on January 25, 2021. In connection with theclosing of the Offering, we and U.S. Bank National Association, as trustee (the “Trustee”), entered into a SecondSupplemental Indenture (the “Second Supplemental Indenture”) to the Indenture, dated September 12, 2018,between us and the Trustee (together with the Second Supplemental Indenture, the “Indenture”). The SecondSupplemental Indenture relates to our issuance, offer and sale of the 2026 Notes.

The 2026 Notes are due February 15, 2026.The 2026 Notes may be redeemed in whole or in part at any time or from time to time at our option, at a redemption price (as determinedby us) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemptiondate: (1) 100% of the principal amount of the 2026 Notes to be redeemed; or (2) the sum of the present values of theremaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) onthe 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting oftwelve 30-day months) using the applicable Treasury Rate (as defined in the Second Supplemental Indenture) plus 50 basis points;provided, however, that if we redeem any Notes on or after November 15, 2025 (the date falling three months prior to the maturitydate of the 2026 Notes), the redemption price for the 2026 Notes will be equal to 100% of the principal amount of the 2026 Notesto be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Indenture contains certain covenants,including covenants requiring us to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the1940 Act, or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) ofthe 1940 Act, or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but givingeffect, in either case, to any exemptive relief granted to us by the SEC and certain other exceptions, and to provide financialinformation to the holders of the 2026 Notes and the Trustee if we should no longer be subject to the reporting requirements underthe Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are setforth in the Indenture.

OnJanuary 19, 2021, we announced that we would redeem all of our outstanding 2023 Notes on February 18, 2021 (the “Redemption Date”). The redemption price for the 2023 Notes equaled 100% of the $109.0 million aggregateprincipal amount of the 2023 Notes being redeemed, plus accrued and unpaid interest otherwise payable for the currentquarterly interest period accrued to, and including, the Redemption Date. The 2023 Notes were delisted from the Nasdaq GlobalSelect Market, in conjunction with the redemption.

On March 1, 2021, we made a repayment of$28.1 million in SBA debentures using the restricted cash at MRCC SBIC.

OnMarch 2, 2021, our Board declared a quarterly distribution of $0.25 per share payable on March 31, 2021 to holders of recordon March 16, 2021.

SignificantAccounting Estimates and Critical Accounting Policies

RevenueRecognition

Werecord interest and fee income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securitieswith contractual PIK interest, we do not accrue PIK interest if the portfolio company valuation indicates that such PIK interestis not collectible. We do not accrue as a receivable interest on loans and debt securities if we have reason to doubt our abilityto collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and thenwe amortize such amounts using the effective interest method as interest income over the life of the investment. Upon the prepaymentof a loan or debt security, any unamortized premium or discount or loan origination fees are recorded as interest income. We recordprepayment premiums on loans and debt securities as interest income when we receive such amounts. Interest income is accrued basedupon the outstanding principal amount and contractual terms of debt and preferred equity investments. Interest is accrued on adaily basis. We record fees on loans based on the determination of whether the fee is considered a yield enhancement or paymentfor a service. If the fee is considered a yield enhancement associated with a funding of cash on a loan, the fee is generallydeferred and recognized into interest income using the effective interest method if captured in the cost basis or using the straight-linemethod if the loan is unfunded and therefore there is no cost basis. If the fee is not considered a yield enhancement becausea service was provided, and the fee is payment for that service, the fee is deemed earned and recognized as fee income in theperiod the service has been completed.

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Dividendincome on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payableby the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the recorddate for private portfolio companies. Each distribution received from LLC and LP investments is evaluated to determine if thedistribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equityinvestments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLCor LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the costbasis of the investment.

Valuationof Portfolio Investments

Asa BDC, we generally invest in illiquid securities including debt and, to a lesser extent, equity securities of middle-market companies.Under procedures established by our Board, we value investments for which market quotations are readily available and within arecent date at such market quotations. When doing so, we determine whether the quote obtained is sufficient in accordance withgenerally accepted accounting principles in the United States of America to determine the fair value of the security. Debt andequity securities that are not publicly traded or whose market prices are not readily available or whose market prices are notregularly updated are valued at fair value as determined in good faith by our Board. Such determination of fair values may involvesubjective judgments and estimates. Investments purchased within 60 days of maturity are valued at cost plus accreted discount,or minus amortized premium, which approximates fair value.

OurBoard is ultimately and solely responsible for determining the fair value of the portfolio investments that are not publicly traded,whose market prices are not readily available on a quarterly basis in good faith or in any other situation where portfolio investmentsrequire a fair value determination. Because we expect that there will not be a readily available market for many of the investmentsin our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Boardusing a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determiningthe fair value of investments that do not have a readily available market value, the fair value of our investments may differsignificantly from the values that would have been used had a readily available market value existed for such investments, andthe differences could be material.

Withrespect to investments for which market quotations are not readily available, our Board undertakes a multi-step valuation processeach quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of MC Advisors responsible for the credit monitoring of the portfolio investment;

our Board engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of investments for which market quotations are not readily available. We will consult with independent valuation firm(s) relative to each portfolio company at least once in every calendar year, but the independent appraisals are generally received quarterly for each investment;

to the extent an independent valuation firm is not engaged to conduct an investment appraisal on an investment for which market quotations are not readily available, the investment will be valued by the MC Advisors investment professional responsible for the credit monitoring;

preliminary valuation conclusions are then documented and discussed with the investment committee of MC Advisors;

the audit committee of our Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and MC Advisors adjusts or further supplements the valuation recommendations to reflect any comments provided by the audit committee; and

our Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.

Wegenerally use the income approach to determine fair value for loans where market quotations are not readily available, as longas it is appropriate. If there is deterioration in credit quality or a debt investment is in workout status, we may consider otherfactors in determining the fair value, including the value attributable to the debt investment from the enterprise value of theportfolio company or the proceeds that would be received in a liquidation analysis. This liquidation analysis may also includeprobability weighting of alternative outcomes. We generally consider our debt to be performing if the borrower is not in default,the borrower is remitting payments in a timely manner, the loan is in covenant compliance and the loan is otherwise not deemedto be impaired. In determining the fair value of the performing debt, we consider fluctuations in current interest rates, thetrends in yields of debt instruments with similar credit ratings, financial condition of the borrower, economic conditions andother relevant factors, both qualitative and quantitative. In the event that a debt instrument is not performing, as defined above,we will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine thevalue of the debt instrument.

Underthe income approach, discounted cash flow models are utilized to determine the present value of the future cash flow streams ofour debt investments, based on future interest and principal payments as set forth in the associated loan agreements. In determiningfair value under the income approach, we also consider the following factors: applicable market yields and leverage levels, creditquality, prepayment penalties, the nature and realizable value of any collateral, the portfolio company’s ability to makepayments, and changes in the interest rate environment and the credit markets that generally may affect the price at which similarinvestments may be made.

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Underthe market approach, the enterprise value methodology is typically utilized to determine the fair value of an investment. Thereis no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generallybest expressed as a range of values, from which we derive a single estimate of enterprise value. In estimating the enterprisevalue of a portfolio company, we analyze various factors consistent with industry practice, including but not limited to originaltransaction multiples, the portfolio company’s historical and projected financial results, applicable market trading andtransaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, themarkets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. Typically,the enterprise values of private companies are based on multiples of earnings before interest, income taxes, depreciation andamortization, cash flows, net income, revenues, or in limited cases, book value.

Inaddition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independentthird-party pricing service. Bid prices reflect the highest price that we and others may be willing to pay. Ask prices representthe lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimateof fair value of such investment.

Asof December 31, 2020, our Board determined, in good faith, the fair value of our investment portfolio in accordance with GAAPand our valuation procedures based on the facts and circumstances known by us at that time, or reasonably expected to be knownat that time. Due to the overall volatility that the COVID-19 pandemic has caused, any valuations conducted in the future in conformitywith GAAP could result in a lower fair value of our portfolio. The potential impact of COVID-19 on our results going forward willdepend to a large extent on future developments or new information that may emerge regarding the full duration and severity ofCOVID-19 including the actions taken by governments and other entities to contain COVID-19 or treat its impact, all of which arebeyond our control. Accordingly, we cannot predict the extent to which our financial condition and results of operations willbe affected at this time.

NetRealized Gain or Loss and Net Change in Unrealized Gain or Loss

Wemeasure realized gain or loss by the difference between the net proceeds from the sale and the amortized cost basis of theinvestment, without regard to unrealized gain or loss previously recognized. Net change in unrealized gain or loss reflectsthe change in portfolio investment values during the reporting period, including any reversal of previously recordedunrealized gain or loss, when gain or loss is realized. Additionally, we do not isolate the portion of the change in fairvalue resulting from foreign currency exchange rate fluctuations from the changes in fair values of the underlyinginvestment. All fluctuations in fair value are included in net change in unrealized gain (loss) on our consolidatedstatements of operations. The impact resulting from changes in foreign exchange rates on the revolving credit facilityborrowings is included in net change in unrealized gain (loss) on foreign currency and other transactions.

CapitalGains Incentive Fee

Pursuantto the terms of the Investment Advisory Agreement with MC Advisors, the incentive fee on capital gains earned on liquidated investmentsof our portfolio is determined and payable in arrears as of the end of each calendar year (or upon termination of the InvestmentAdvisory Agreement). This fee equals 20% of our incentive fee capital gains (i.e., our realized capital gains on a cumulativebasis from inception, calculated as of the end of the applicable period, net of all realized capital losses and unrealized capitaldepreciation on a cumulative basis), less the aggregate amount of any previously paid capital gains incentive fees. On a quarterlybasis, we accrue for the capital gains incentive fee by calculating such fee as if it were due and payable as of the end of suchperiod.

Whilethe Investment Advisory Agreement with MC Advisors neither includes nor contemplates the inclusion of unrealized gains in thecalculation of the capital gains incentive fee, pursuant to an interpretation of an American Institute for Certified Public AccountantsTechnical Practice Aid for investment companies, we include unrealized gains in the calculation of the capital gains incentivefee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable toMC Advisors if our entire portfolio was liquidated at its fair value as of the balance sheet date even though MC Advisors is notentitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

Duringthe years ended December 31, 2020, 2019 and 2018, we did not have any further reductions in accrued capital gains incentive feesas they were already at zero, primarily as a result of accumulated realized and unrealized losses on the portfolio.

NewAccounting Pronouncements

InAugust 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the DisclosureRequirements for Fair Value Measurement (“ASU 2018-13”). The primary objective of ASU 2018-13 is to improve theeffectiveness of the disclosure requirements for fair value measurements in the notes to the financial statements. ASU 2018-13is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted.We have adopted ASU 2018-13 and the adoption did not have a significant impact on our consolidated financial statements and disclosures.

InMarch 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affectedby reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022.Management is currently evaluating the impact of the optional guidance on our consolidated financial statements and disclosures.We did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the year ended December 31, 2020.

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In March 2020, the SEC adopted afinal rule under SEC Release No. 34-88365 (the “Final Rule”), amending the accelerated filer and largeaccelerated filer definitions in Exchange Act Rule 12b-2. The amendments include a provision under which a BDC will beexcluded from the “accelerated filer” and “large accelerated filer” definitions if the BDC has (1)less than $700 million in public float, and (2) annual investment income of less than $100 million. In addition, BDCs aresubject to the same transition provisions for accelerated filer and large accelerated filer status as other issuers, butinstead substituting investment income for revenue. The amendments will reduce the number of issuers required to comply withthe auditor attestation on the internal control over financial reporting requirement provided under Section 404(b) of theSarbanes-Oxley Act of 2002. The Final Rule applies to annual report filings due on or after April 27, 2020. We have assessedthis Final Rule, and we are no longer categorized as an accelerated filer.

ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Weare subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio.Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in thefinancial markets, and the effects of this volatility could materially impact our market risks. For additional informationconcerning the COVID-19 pandemic and its potential impact on our business and our operating results, see Part I, Item 1A.Risk Factors, “Risk Factors – Risks Relating to Our Business and Structure – The COVID-19 pandemic hascaused severe disruptions in the global economy, which has had, and may continue to have, a negative impact on our portfoliocompanies and our business and operations.”

Themajority of the loans in our portfolio have floating interest rates, and we expect that our loans in the future may also havefloating interest rates. These loans are usually based on a floating LIBOR and typically have interest rate re-set provisionsthat adjust applicable interest rates under such loans to current market rates on a monthly or quarterly basis. The majorityof the loans in our current portfolio have interest rate floors which will effectively convert the loans to fixed rate loansin the event interest rates decrease. In addition, our revolving credit facility has a floating interest rate provision,whereas our SBA debentures and the 2023 Notes have fixed interest rates until maturity. We expect that other creditfacilities into which we may enter in the future may also have floating interest rate provisions. See “RiskFactors – Risks Relating to Our Business and Structure – The interest rates of our revolving credit facility andloans to our portfolio companies that extend beyond 2023 might be subject to change based on recent regulatory changes”for more information regarding risks associated with our portfolio loans and borrowings that utilize LIBOR as a referencerate.

Assumingthat the consolidated statement of assets and liabilities as of December 31, 2020 was to remain constant and that we took no actionsto alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changesin interest rates (in thousands):

Change in Interest Rates Increase (decrease)
in interest income
Increase (decrease)
in interest expense
Net increase (decrease)
in investment income
Down 25 basis points $ (4 ) $ (6 ) $ 2
Up 100 basis points 814 796 18
Up 200 basis points 5,337 2,062 3,275
Up 300 basis points 10,116 3,328 6,788

Althoughwe believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changesin the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments,including borrowing under the credit facility or other borrowings that could affect net increase in net assets resulting fromoperations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysisabove.

Wemay in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options andforward contracts to the extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulateus against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interestrates with respect to the investments in our portfolio with fixed interest rates or interest rate floors.

Wemay also have exposure to foreign currencies (currently the Great Britain pound) related to certain investments. Such investmentsare translated into U.S. dollars based on the spot rate at each balance sheet date, exposing us to movements in the exchange rate.In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in Great Britain pounds under our revolvingcredit facility to finance such investments. As of December 31, 2020, we have non-U.S. dollar borrowings denominated in GreatBritain pounds of £16.1 million ($22.0 million U.S. dollars) outstanding under the revolving credit facility. We may alsoenter into foreign currency forward contracts to mitigate foreign currency exposure. As of December 31, 2020, we had foreign currencyforward contracts in place for £1.0 million associated with future interest payments on certain investments.

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ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Ourconsolidated financial statements are annexed to this Annual Report beginning on page F-1.

ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM9A. CONTROLS AND PROCEDURES

DisclosureControls and Procedures

Inaccordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out anevaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) ofthe Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer,concluded that, at the end of the period covered by our Annual Report on Form 10-K, our disclosure controls and procedures wereeffective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded,processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such informationis accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designedand operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Companyto disclose material information otherwise required to be set forth in the Company’s periodic reports.

Management’sAnnual Report on Internal Control Over Financial Reporting

TheCompany’s management is responsible for establishing and maintaining adequate internal control over financial reporting(as defined in Rules 13a-15(f) of the Exchange Act). Under the supervision and with participation of our Chief Executive Officerand Chief Financial Officer, the company conducted an evaluation of the effectiveness of internal control over financial reportingbased on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework (2013) , management concluded that the Company’s internal control over financial reportingwas effective as of December 31, 2020.

Changesin Internal Control Over Financial Reporting

Nochange occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the ExchangeAct) during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

ITEM9B. OTHER INFORMATION

FEESAND EXPENSES

Thefollowing table is intended to assist you in understanding the costs and expenses that an investor in our common stock will beardirectly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and actualamounts and percentages may vary. Except where the context suggests otherwise, whenever this prospectus contains a referenceto fees or expenses paid by “you,” “us,” “the Company” or “Monroe Capital Corporation,”or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in MonroeCapital Corporation.

December 31, 2020
Stockholder transaction expenses:
Sales load (as a percentage of offering price) % (1)
Offering expenses (as a percentage of offering price) % (2)
Dividend reinvestment plan expenses % (3)
Total stockholder transaction expenses (as a percentage of offering price) % (2)
Estimated annual expenses (as a percentage of net assets attributable to common stock):
Base management fee 4.14 % (4)
Incentive fees payable under the Investment Advisory Agreement 1.23 % (5)
Interest payments on borrowed funds 7.30 % (6)
Other expenses (estimated) 1.72 % (7)
Acquired fund fees and expenses 1.00 % (8)
Total annual expense (estimated) 15.39 % (9)

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(1)

Inthe event that the securities to which this prospectus relates are sold to or through underwriters or agents, a correspondingprospectus supplement will disclose the applicable sales load.

(2)

Therelated prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expensesborne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offeringprice.

(3)

Theexpenses of the dividend reinvestment plan are included in “other expenses.” See “Dividend Reinvestment Plan.”

(4)

Our base management fee is calculated initially at an annual rate of 1.75% of our average invested assets (calculated as total assets excluding cash, which includes assets financed using leverage); provided however, the base management fee is calculated at an annual rate equal to 1.00% of our average invested assets (calculated as total assets excluding cash, which includes assets financed using leverage) that exceeds the product of (i) 200% and (ii) our average net assets. For the avoidance of doubt, the 200% is calculated in accordance with the asset coverage limitation as defined in the 1940 Act to give effect to our exemptive relief with respect to MRCC SBIC’s SBA debentures. The “base management fee” percentage is calculated as a percentage of net assets attributable to common stockholders, rather than total assets, including assets that have been funded with borrowed monies, because common stockholders bear all of this cost. The base management fee in the table above assumes the base management fee remains consistent with fees incurred, gross of the base management fee waiver, for the quarter ended December 31, 2020 of $2.4 million, based on average total assets (excluding cash) for the period of $541.0 million, as a percentage of our average net assets for the period of $232.6 million. See “Management and Other Agreements — Investment Advisory Agreement.”

(5)

Estimated assuming that annual incentive fees earned by MC Advisors remains consistent with the incentive fees earned, gross of the Incentive Fee Limitation due to the total return requirement and the incentive fee waiver, for the quarter ended December 31, 2020 of $0.7 million, as a percentage of our average net assets of $232.6 million for the period. For information about our Incentive Fee Limitation and incentive fee waiver, see “Management and Other Agreements — Investment Advisory Agreement” and “Consolidated Statements of Operations” in our financial statements incorporated by reference into this prospectus.

The incentive fee consists of two parts:

The first part of the incentive fee, payable quarterly in arrears, equals 20% of our pre-incentive fee net investment income (including interest that is accrued but not yet received in cash), subject to a 2% quarterly (8% annualized) rate of return on the value of our net assets, or hurdle rate, and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, MC Advisors receives no incentive fee until our net investment income equals the hurdle rate of 2% but then receives, as a “catch-up,” 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, MC Advisors will receive 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply. The first component of the incentive fee will be computed and paid on income that includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that we have not yet received in cash. Since the hurdle rate is fixed, as interest rates rise, it will be easier for the MC Advisors to surpass the hurdle rate and receive an incentive fee based on net investment income. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentive fee net investment income will be payable except to the extent that 20% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. In other words, any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of (i) 20% of the amount by which our pre-incentive fee net investment income for such calendar quarter exceeds the 2% hurdle, subject to the “catch-up” provision, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of our pre-incentive fee net investment income, base management fees, realized gains and losses and unrealized appreciation and depreciation for the then current and 11 preceding calendar quarters.

The second part of the incentive fee, payable annually in arrears, equals 20% of our realized capital gains on a cumulative basis from inception through the end of the fiscal year, if any (or upon the termination of the Investment Advisory Agreement, as of the termination date), computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees. We will accrue (but not pay) an expense for potential payment of capital gain incentive fees with respect to any unrealized appreciation on our portfolio.

See “Management and Other Agreements — Investment Advisory Agreement.”

(6)

Wemay borrow funds from time to time to make investments to the extent we determine that it is appropriate to do so. The costs associatedwith any outstanding borrowings are indirectly borne by our investors. The table assumes borrowings are consistent with the averageborrowings for the quarter ended December 31, 2020 of $337.0 million, no preferred stock issued or outstanding and averagenet assets of $232.6 million. For the quarter ended December 31, 2020, we had interest expense of $4.2 million(including fees for unused portions of commitments and amortization of deferred financing costs). As of December 31, 2020, theweighted average interest rate of our revolving credit facility (excluding debt issuance costs) was 3.16%, the weighted averageinterest rate on our SBA-guaranteed debentures (excluding debt issuance costs) was 3.42% and the interest rate on our senior unsecurednotes was 5.75%. Although we do not have any current plans to issue debt securities or preferred stock in the next twelve months,we may issue debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.

78

(7)

Includes our estimated overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by MC Management. The table above assumes “other expenses” remain consistent with the $1.0 million incurred during the quarter ended December 31, 2020 and average net assets for the period of $232.6 million.

(8)

Our stockholders indirectly bear the expenses of our investment in SLF. SLF does not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with MC Management, pursuant to which certain loan servicing and administrative functions are delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurred by MC Management. For the quarter ended December 31, 2020, SLF incurred $52 thousand of allocable expenses. The table above assumes “acquired fund fees and expenses” remain consistent with the $0.6 million of expenses incurred for the quarter ended December 31, 2020 and average net assets for the period of $232.6 million. Future expenses for SLF may be substantially higher or lower because certain expenses may fluctuate over time.

(9) “Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. We calculate the “total annual expenses” percentage as a percentage of net assets (defined as total assets less indebtedness and after taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been purchased with borrowed amounts. The terms of our indebtedness may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Borrowings” incorporated by reference into this prospectus and in other documents incorporated by reference into this prospectus. If the “total annual expenses” percentage were calculated instead as a percentage of average consolidated total assets for the quarter ended December 31, 2020, our “total annual expenses” would be 6.29% of average consolidated total assets for the period of $568.9 million. With certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150%. We have received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from the definition of senior securities for the purposes of the asset coverage ratio. We have included our estimated leverage expenses (consistent with the assumptions in footnote (7)) in “total annual expenses.”

PARTIII

Wewill file a definitive Proxy Statement for our 2021 Annual Meeting of Stockholders with the Securities and Exchange Commission(the “SEC”), pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certaininformation required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of our definitiveProxy Statement that specifically address the items set forth herein are incorporated by reference.

ITEM10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Theinformation required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 AnnualMeeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

ITEM11. EXECUTIVE COMPENSATION

Theinformation required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 AnnualMeeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Theinformation required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 AnnualMeeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Theinformation required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 AnnualMeeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Theinformation required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 AnnualMeeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

79

PARTIV

ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Thefollowing exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December31, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).

(a)(1)and (2) Consolidated Financial Statements and Schedules

Seethe Index to Consolidated Financial Statements at page F-1 of this report.

80

INDEXTO CONSOLIDATED FINANCIAL STATEMENTS

Page
Report of Independent Registered Public Accounting Firm F-2
Consolidated Financial Statements:
Consolidated Statements of Assets and Liabilities as of December 31, 2020 and 2019 F-4
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 F-5
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2020, 2019 and 2018 F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 F-7
Consolidated Schedules of Investments as of December 31, 2020 and 2019 F-8
Notes to Consolidated Financial Statements F-24

F- 1

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Monroe Capital Corporation and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated statements ofassets and liabilities of Monroe Capital Corporation and Subsidiaries (the Company), including the consolidated schedules of investments,as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows foreach of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively,the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial positionof the Company as of December 31, 2020 and 2019, and the results of its operations, changes in net assets, and cash flows for eachof the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the UnitedStates of America.

Basis for Opinion

These financial statements are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We area public accounting firm registered with the Public Company Accounting Oversight Board (United States)( PCAOB ) and are required to be independent with respect to the Company in accordance withU.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards ofthe PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engagedto perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understandingof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sinternal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risksof material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond tothose risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our procedures included confirmation of investments owned as of December 31, 2020 and 2019, by correspondence withthe custodians and issuers of equity securities and other appropriate procedures where replies from issuers of equity securitieswere not received. Our audits also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basisfor our opinion.

F- 2

Critical Audit Matter

The critical audit matter communicated below is a matter arisingfrom the current period audit of the financial statements that was communicated or required to be communicated to the audit committeeand that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especiallychallenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinionon the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separateopinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of investments using significant unobservable inputs

The fair value of the Company’s investments categorizedas Level 3 investments within the fair value hierarchy was $507,755 thousand as of December 31, 2020. As discussed in Notes 2 and4 to the consolidated financial statements, the Company measures its Level 3 investments at fair value using significant unobservableinputs.

We identified the valuation of Level 3 investments as a criticalaudit matter because of management estimation and judgment necessary to select valuation techniques and the use of significantunobservable inputs in the valuation techniques. When performing our audit procedures over management’s estimate of fairvalue of Level 3 investments, a high degree of auditor judgement and specialized skills are required.

The procedures we performed to address this critical audit matterinclude the following, among others:

· We evaluated the appropriateness of certain valuation techniques used for Level 3 investments and tested certain related significantunobservable inputs by comparing these inputs to external sources. We evaluated the reasonableness of any significant changes invaluation techniques or significant unobservable inputs for those investments from the prior year-end. We involved valuation specialistswith specialized skills and knowledge who assisted in evaluating the Company’s valuation techniques compared to those ofa market participant, using market information to develop a range of market yield, financial performance measures, and discountrate assumptions and comparing them to the assumptions used by the Company.

· For certain investments, we developed an independent estimate of the fair value and compared our estimate to management’sestimate.

· We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimatesto subsequent transactions, taking into account changes in market or investment specific conditions, where applicable.

/s/ RSM US LLP

We have served as the Company's auditor since 2011.

Chicago, Illinois

March 2, 2021

F- 3

MONROE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share data)

December 31, 2020 December 31, 2019
ASSETS
Investments, at fair value:
Non-controlled/non-affiliate company investments $ 398,040 $ 513,959
Non-controlled affiliate company investments 109,715 59,860
Controlled affiliate company investments 39,284 42,412
Total investments, at fair value (amortized cost of: $596,103 and $634,736, respectively) 547,039 616,231
Cash 6,769 2,234
Restricted cash 25,657 27,409
Interest receivable 4,606 8,689
Other assets 1,052 495
Total assets 585,123 655,058
LIABILITIES
Debt:
Revolving credit facility 126,559 180,294
2023 Notes 109,000 109,000
SBA debentures payable 115,000 115,000
Total debt 350,559 404,294
Less: Unamortized deferred financing costs (7,052 ) (8,053 )
Total debt, less unamortized deferred financing costs 343,507 396,241
Interest payable 2,764 2,763
Unrealized loss on foreign currency forward contracts 113 59
Management fees payable 1,978 2,751
Incentive fees payable 1,374
Accounts payable and accrued expenses 2,327 2,513
Total liabilities 350,689 405,701
Net assets $ 234,434 $ 249,357
Commitments and contingencies (See Note 12)
ANALYSIS OF NET ASSETS
Common stock, $0.001 par value, 100,000 shares authorized, 21,304 and 20,445 shares issued and outstanding, respectively $ 21 $ 20
Capital in excess of par value 294,897 288,850
Accumulated undistributed (overdistributed) earnings (60,484 ) (39,513 )
Total net assets $ 234,434 $ 249,357
Net asset value per share $ 11.00 $ 12.20

See Notes to Consolidated Financial Statements.

F- 4

MONROE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Year ended December 31,
2020 2019 2018
Investment income:
Non-controlled/non-affiliate company investments:
Interest income $ 42,928 $ 54,388 $ 46,050
Payment-in-kind interest income 3,928 544 501
Dividend income 10 65 842
Fee income 3,222 1,926 1,941
Total investment income from non-controlled/non-affiliate company investments 50,088 56,923 49,334
Non-controlled affiliate company investments:
Interest income 2,098 2,231 5,496
Payment-in-kind interest income 4,848 4,994 1,746
Dividend income 147
Fee income 83
Total investment income from non-controlled affiliate company investments 7,093 7,225 7,325
Controlled affiliate company investments:
Dividend income 4,400 4,045 1,725
Total investment income from controlled affiliate company investments 4,400 4,045 1,725
Total investment income 61,581 68,193 58,384
Operating expenses:
Interest and other debt financing expenses 17,989 20,268 12,270
Base management fees 9,807 10,780 8,879
Incentive fees 712 5,611 1,751
Professional fees 1,023 1,209 1,172
Administrative service fees 1,300 1,309 1,327
General and administrative expenses 989 991 931
Directors’ fees 145 156 143
Expenses before base management fee and incentive fee waivers 31,965 40,324 26,473
Base management fee waiver (430 )
Incentive fee waiver (712 ) (1,182 )
Total expenses, net of base management fee and incentive fee waivers 30,823 39,142 26,473
Net investment income before income taxes 30,758 29,051 31,911
Income taxes, including excise taxes 370 17 11
Net investment income 30,388 29,034 31,900
Net gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliate company investments 2,551 34 (1,325 )
Non-controlled affiliate company investments (967 ) (28,689 )
Foreign currency forward contracts (16 ) 12 (3 )
Foreign currency and other transactions (14 ) (4 ) (13 )
Net realized gain (loss) 2,521 (925 ) (30,030 )
Net change in unrealized gain (loss):
Non-controlled/non-affiliate company investments (20,397 ) 859 (11,375 )
Non-controlled affiliate company investments (7,034 ) (8,689 ) 14,020
Controlled affiliate company investments (3,128 ) (172 ) 294
Foreign currency forward contracts (54 ) (75 ) 16
Foreign currency and other transactions (650 ) (818 ) 1,023
Net change in unrealized gain (loss) (31,263 ) (8,895 ) 3,978
Net gain (loss) (28,742 ) (9,820 ) (26,052 )
Net increase (decrease) in net assets resulting from operations $ 1,646 $ 19,214 $ 5,848
Per common share data:
Net investment income per share - basic and diluted $ 1.45 $ 1.42 $ 1.57
Net increase (decrease) in net assets resulting from operations per share - basic and diluted $ 0.08 $ 0.94 $ 0.29
Weighted average common shares outstanding - basic and diluted 20,924 20,445 20,337

SeeNotes to Consolidated Financial Statements.

F- 5

MONROE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands)

Common Stock Accumulated
Number of shares Par
value
Capital in excess
of par value
undistributed
(overdistributed)
earnings
Total
net assets
Balances at December 31, 2017 20,240 $ 20 $ 286,141 $ (7,462 ) $ 278,699
Net investment income 31,900 31,900
Net realized gain (loss) (30,030 ) (30,030 )
Net change in unrealized gain (loss) 3,978 3,978
Issuance of common stock, net of offering and underwriting costs 183 2,402 2,402
Distributions to stockholders 22 301 (28,483 ) (28,182 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles 67 (67 )
Balances at December 31, 2018 20,445 $ 20 $ 288,911 $ (30,164 ) $ 258,767
Net investment income $ $ $ 29,034 $ 29,034
Net realized gain (loss) (925 ) (925 )
Net change in unrealized gain (loss) (8,895 ) (8,895 )
Issuance of common stock, net of offering and underwriting costs
Distributions to stockholders (28,624 ) (28,624 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles (61 ) 61
Balances at December 31, 2019 20,445 $ 20 $ 288,850 $ (39,513 ) $ 249,357
Net investment income $ $ $ 30,388 $ 30,388
Net realized gain (loss) 2,521 2,521
Net change in unrealized gain (loss) (31,263 ) (31,263 )
Issuance of common stock, net of offering and underwriting costs 859 1 6,494 6,495
Distributions to stockholders (23,064 ) (23,064 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles (447 ) 447
Balances at December 31, 2020 21,304 $ 21 $ 294,897 $ (60,484 ) $ 234,434

SeeNotes to Consolidated Financial Statements.

F- 6

MONROE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Year ended December 31,
2020 2019 2018
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations $ 1,646 $ 19,214 $ 5,848
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss on investments (2,551 ) 933 30,014
Net realized (gain) loss on foreign currency forward contracts 16 (12 ) 3
Net realized (gain) loss on foreign currency and other transactions 14 4 13
Net change in unrealized (gain) loss on investments 30,559 8,002 (2,939 )
Net change in unrealized (gain) loss on foreign currency forward contracts 54 75 (16 )
Net change in unrealized (gain) loss on foreign currency and other transactions 650 818 (1,023 )
Payment-in-kind interest income (8,776 ) (5,538 ) (2,247 )
Payment-in-kind dividend income (792 )
Net accretion of discounts and amortization of premiums (1,253 ) (1,482 ) (2,263 )
Purchases of investments (143,358 ) (230,605 ) (240,420 )
Proceeds from principal payments, sales of investments and settlement of forward contracts 194,555 166,092 159,161
Amortization of deferred financing costs 2,181 1,869 1,410
Changes in operating assets and liabilities:
Interest receivable 4,083 (915 ) (2,439 )
Other assets (557 ) 197 68
Interest payable 1 213 1,015
Management fees payable (773 ) 433 254
Incentive fees payable (1,374 ) 1,374 (1,157 )
Accounts payable and accrued expenses (186 ) 83 395
Net cash provided by (used in) operating activities 74,931 (39,245 ) (55,115 )
Cash flows from financing activities:
Borrowings on revolving credit facility 96,200 334,997 194,307
Repayments of revolving credit facility (150,600 ) (291,550 ) (174,350 )
Proceeds from 2023 Notes 40,000 69,000
SBA debentures borrowings 5,480
Payments of deferred financing costs (1,180 ) (3,660 ) (3,002 )
Proceeds from shares sold, net of offering and underwriting costs 6,495 2,402
Stockholder distributions paid, net of stock issued under the dividend reinvestment plan of $0, $0 and $301, respectively (23,064 ) (28,624 ) (28,182 )
Net cash provided by (used in) financing activities (72,149 ) 51,163 65,655
Net increase (decrease) in Cash and Restricted Cash 2,782 11,918 10,540
Effect of foreign currency exchange rates 1 (1 ) (13 )
Cash and Restricted Cash, beginning of year 29,643 17,726 7,199
Cash and Restricted Cash, end of year $ 32,426 $ 29,643 $ 17,726
Supplemental disclosure of cash flow information:
Cash interest paid during the year $ 15,721 $ 18,130 $ 9,770
Cash paid (refund received) for income taxes, including excise taxes, during the year $ 85 $ (13 ) $ 91

The following tables provide a reconciliation of cash and restricted cash reported on the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows:

December 31, 2020 December 31, 2019 December 31, 2018
Cash $ 6,769 $ 2,234 $ 3,744
Restricted cash 25,657 27,409 13,982
Total cash and restricted cash shown on the Consolidated Statements of Cash Flows $ 32,426 $ 29,643 $ 17,726

SeeNotes to Consolidated Financial Statements.

F- 7

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

(in thousands, except for sharesand units)

Portfolio Company (a) Spread Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized Cost Fair Value (d) % of
Net Assets (e)
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Automotive
Hastings Manufacturing Company L+8.25% 9.25 % 4/24/2018 4/24/2023 2,820 $ 2,790 $ 2,829 1.2 %
Magneto & Diesel Acquisition, Inc. L+6.05% 7.10 % 12/18/2018 12/18/2023 4,876 4,820 4,876 2.1 %
Magneto & Diesel Acquisition, Inc. L+6.05% 7.10 % 7/6/2020 12/18/2023 1,918 1,885 1,932 0.8 %
Magneto & Diesel Acquisition, Inc. (Revolver) (f) L+6.05% 7.10 % 12/18/2018 12/18/2023 500 0.0 %
10,114 9,495 9,637 4.1 %
Banking, Finance, Insurance & Real Estate
777 SPV I, LLC (g) L+8.50% 10.25 % 4/15/2019 4/14/2023 4,665 4,628 4,760 2.0 %
J2 BWA Funding, LLC (Delayed Draw) (f) (g) (h) n/a 10.00 % 12/24/2020 12/24/2026 2,750 0.0 %
Liftforward SPV II, LLC (g) L+10.75% 11.25 % 11/10/2016 6/30/2021 2,057 2,057 1,929 0.8 %
NCBP Property, LLC (g) L+9.50% 10.50 % 12/18/2020 12/16/2022 1,950 1,931 1,931 0.8 %
US Claims Litigation Funding, LLC (Revolver) (f) (g) L+8.75% 9.75 % 11/30/2020 11/29/2024 1,500 850 850 0.4 %
12,922 9,466 9,470 4.0 %
Beverage, Food & Tobacco
LX/JT Intermediate Holdings, Inc. (j) L+6.00% 7.50 % 3/11/2020 3/11/2025 9,732 9,564 9,567 4.1 %
LX/JT Intermediate Holdings, Inc. (Revolver) (f) L+6.00% 7.50 % 3/11/2020 3/11/2025 833 0.0 %
Toojay’s Management, LLC (k) n/a n/a (l) 10/26/2018 10/26/2022 1,448 1,407 0.0 %
Toojay’s Management, LLC (k) n/a n/a (l) 10/26/2018 10/26/2022 199 199 0.0 %
Toojay’s Management, LLC (Revolver) (k) n/a n/a (l) 10/26/2018 10/26/2022 66 66 0.0 %
12,278 11,236 9,567 4.1 %
Capital Equipment
MCP Shaw Acquisitionco, LLC (j) L+6.50% 7.50 % 2/28/2020 11/28/2025 9,924 9,752 9,721 4.2 %
MCP Shaw Acquisitionco, LLC (Revolver) (f) L+6.50% 7.50 % 2/28/2020 11/28/2025 1,784 0.0 %
11,708 9,752 9,721 4.2 %
Chemicals, Plastics & Rubber
Midwest Composite Technologies, LLC (j) L+6.75% 7.75 % 12/2/2019 8/31/2023 14,925 14,701 14,926 6.4 %
Midwest Composite Technologies, LLC L+6.75% 7.75 % 8/31/2018 8/31/2023 887 876 887 0.4 %
Midwest Composite Technologies, LLC (Delayed Draw) (f) (h) L+6.75% 7.75 % 8/31/2018 8/31/2023 509 179 179 0.1 %
Midwest Composite Technologies, LLC (Revolver) (f) L+6.75% 7.75 % 8/31/2018 8/31/2023 90 0.0 %
Valudor Products, LLC L+7.50% 7.00% Cash / 1.50% PIK 6/18/2018 6/19/2023 1,561 1,543 1,702 0.7 %
Valudor Products, LLC (m) L+7.50% 8.50% PIK 6/18/2018 6/19/2023 217 214 0.0 %
Valudor Products, LLC (Revolver) (f) L+9.50% 10.50 % 6/18/2018 6/19/2023 818 549 521 0.2 %
19,007 18,062 18,215 7.8 %
Construction & Building
Cali Bamboo, LLC L+9.50% 8.00% Cash/ 2.50% PIK 7/10/2015 3/31/2022 6,859 6,857 6,859 2.9 %
Cali Bamboo, LLC (Revolver) (f) L+9.50% 8.00% Cash/ 2.50% PIK 7/10/2015 3/31/2022 2,165 0.0 %
Dude Solutions Holdings, Inc. L+7.50% 8.50 % 6/14/2019 6/13/2025 9,975 9,794 9,950 4.3 %
Dude Solutions Holdings, Inc. (Revolver) (f) L+7.50% 8.50 % 6/14/2019 6/13/2025 1,304 0.0 %
20,303 16,651 16,809 7.2 %
Consumer Goods: Durable
Franchise Group Intermediate Holdco, LLC L+8.00% 9.50 % 2/24/2020 2/14/2025 3,425 3,366 3,382 1.4 %
Nova Wildcat Amerock, LLC L+5.25% 6.25 % 10/12/2018 10/12/2023 9,009 8,897 9,009 3.9 %
Nova Wildcat Amerock, LLC (Revolver) (f) L+5.25% 6.25 % 10/12/2018 10/12/2023 931 0.0 %
Parterre Flooring & Surface Systems, LLC (j) L+9.00% 10.00 % (l) 8/22/2017 8/22/2022 7,613 7,533 2,351 1.0 %
Parterre Flooring & Surface Systems, LLC (Revolver) L+9.00% 10.00 % (l) 8/22/2017 8/22/2022 696 696 215 0.1 %
21,674 20,492 14,957 6.4 %
Consumer Goods: Non-Durable
Thrasio, LLC L+7.00% 8.00 % 12/18/2020 12/18/2026 1,500 1,463 1,463 0.6 %
Thrasio, LLC (Delayed Draw) (f) (h) L+7.00% 8.00 % 12/18/2020 12/18/2026 990 0.0 %
2,490 1,463 1,463 0.6 %
Environmental Industries
Quest Resource Management Group, LLC L+8.50% 9.75 % 10/19/2020 10/20/2025 1,000 933 979 0.4 %
Quest Resource Management Group, LLC (Delayed Draw) (f) (h) L+8.50% 9.75 % 10/19/2020 10/20/2025 1,087 0.0 %
StormTrap, LLC L+5.50% 6.50 % 12/10/2018 12/8/2023 7,840 7,751 7,840 3.4 %
StormTrap, LLC (Revolver) (f) L+5.50% 6.50 % 12/10/2018 12/8/2023 432 0.0 %
Synergy Environmental Corporation (j) L+6.00% 7.00 % 4/29/2016 9/29/2023 2,885 2,874 2,888 1.2 %
Synergy Environmental Corporation (j) L+6.00% 7.00 % 4/29/2016 9/29/2023 482 481 483 0.2 %
Synergy Environmental Corporation L+6.00% 7.00 % 4/29/2016 9/29/2023 823 823 824 0.4 %
Synergy Environmental Corporation (Revolver) (f) L+6.00% 7.00 % 4/29/2016 9/29/2023 671 67 67 0.0 %
15,220 12,929 13,081 5.6 %

F- 8

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

December 31, 2020

(in thousands, except for sharesand units)

Portfolio Company (a) Spread Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized Cost Fair Value (d) % of
Net Assets (e)
Healthcare & Pharmaceuticals
American Optics Holdco, Inc. (g) (n) L+6.50% 7.50 % 9/13/2017 9/13/2022 2,165 $ 2,148 $ 2,165 0.9 %
American Optics Holdco, Inc. (g) (n) L+6.50% 7.50 % 9/13/2017 9/13/2022 1,637 1,622 1,637 0.7 %
American Optics Holdco, Inc. (Revolver) (f) (g) (n) L+6.50% 7.50 % 9/13/2017 9/13/2022 220 0.0 %
American Optics Holdco, Inc. (Revolver) (f) (g) (n) L+6.50% 7.50 % 9/13/2017 9/13/2022 440 0.0 %
Apotheco, LLC L+8.50% 6.50% Cash / 3.00% PIK 4/8/2019 4/8/2024 3,541 3,491 3,315 1.4 %
Apotheco, LLC (Revolver) L+8.50% 6.50% Cash / 3.00% PIK 4/8/2019 4/8/2024 927 927 868 0.4 %
Rockdale Blackhawk, LLC n/a n/a (o) 3/31/2015 n/a (i) 1,592 0.7 %
Seran BioScience, LLC L+7.25% 8.25 % 12/31/2020 12/31/2025 2,500 2,450 2,450 1.0 %
Seran BioScience, LLC (Revolver) (f) L+7.25% 8.25 % 12/31/2020 12/31/2025 444 0.0 %
11,874 10,638 12,027 5.1 %
High Tech Industries
MarkLogic Corporation L+8.00% 9.00 % 10/20/2020 10/20/2025 3,500 3,415 3,544 1.5 %
MarkLogic Corporation (Revolver) (f) L+8.00% 9.00 % 10/20/2020 10/20/2025 269 0.0 %
Mindbody, Inc. L+8.50% 8.00% Cash / 1.50% PIK 2/15/2019 2/14/2025 6,389 6,297 6,143 2.6 %
Mindbody, Inc. (Revolver) (f) L+8.00% 9.00 % 2/15/2019 2/14/2025 667 0.0 %
Newforma, Inc. (j) L+5.00% 6.00 % 6/30/2017 6/30/2022 11,899 11,836 11,899 5.1 %
Newforma, Inc. (Revolver) (f) L+5.00% 6.00 % 6/30/2017 6/30/2022 1,250 0.0 %
Planful, Inc. (fka Host Analytics, Inc.) L+6.00% 7.00 % 12/28/2018 12/28/2023 9,500 9,375 9,443 4.0 %
Planful, Inc. (fka Host Analytics, Inc.) (Revolver) (f) L+6.00% 7.00 % 12/28/2018 12/28/2023 442 88 88 0.0 %
RPL Bidco Limited (g) (n) (p) L+7.50% 8.00 % 11/9/2017 11/9/2023 14,429 13,867 14,429 6.2 %
RPL Bidco Limited (g) (n) (p) L+7.50% 8.00 % 5/22/2018 11/9/2023 1,777 1,639 1,777 0.8 %
RPL Bidco Limited (Revolver) (f) (g) (n) (p) L+7.50% 8.00 % 11/9/2017 11/9/2023 547 0.0 %
50,669 46,517 47,323 20.2 %
Hotels, Gaming & Leisure
Equine Network, LLC L+8.00% 9.00 % 12/31/2020 12/31/2025 1,750 1,711 1,711 0.7 %
Equine Network, LLC (Delayed Draw) (f) (h) L+8.00% 9.00 % 12/31/2020 12/31/2025 427 0.0 %
Equine Network, LLC (Revolver) (f) L+8.00% 9.00 % 12/31/2020 12/31/2025 171 0.0 %
2,348 1,711 1,711 0.7 %
Media: Advertising, Printing & Publishing
AdTheorent Holding Company, LLC L+8.50% 9.00 % 12/22/2016 12/22/2021 2,700 2,687 2,683 1.2 %
Destination Media, Inc. (j) L+5.50% 6.50 % 4/7/2017 4/7/2022 4,324 4,304 4,315 1.8 %
Destination Media, Inc. (Revolver) L+5.50% 6.50 % 4/7/2017 4/7/2022 542 542 542 0.2 %
North Haven USHC Acquisition, Inc. L+6.50% 7.50 % 10/30/2020 10/30/2025 2,500 2,451 2,525 1.1 %
North Haven USHC Acquisition, Inc. (Revolver) (f) L+6.50% 7.50 % 10/30/2020 10/30/2025 240 0.0 %
Relevate Health Group, LLC L+6.25% 7.25 % 11/20/2020 11/20/2025 1,500 1,470 1,506 0.6 %
Relevate Health Group, LLC (Delayed Draw) (f) (h) L+6.25% 7.25 % 11/20/2020 11/20/2025 789 671 674 0.3 %
Relevate Health Group, LLC (Revolver) (f) L+6.25% 7.25 % 11/20/2020 11/20/2025 316 0.0 %
Stratus Unlimited, LLC (fka MC Sign Lessor Corp.) L+7.00% 8.00 % 12/22/2017 8/30/2024 15,563 15,498 15,465 6.6 %
Stratus Unlimited, LLC (fka MC Sign Lessor Corp.) (Revolver) (f) L+7.00% 8.00 % 12/22/2017 8/30/2024 3,490 0.0 %
XanEdu Publishing, Inc. L+6.50% 7.50 % 1/28/2020 1/28/2025 1,886 1,854 1,890 0.8 %
XanEdu Publishing, Inc. (Revolver) (f) L+6.50% 7.50 % 1/28/2020 1/28/2025 495 197 197 0.1 %
34,345 29,674 29,797 12.7 %
Media: Broadcasting & Subscription
Vice Group Holding, Inc. L+12.00% 5.50% Cash/ 8.00% PIK 5/2/2019 11/2/2022 1,355 1,348 1,372 0.6 %
Vice Group Holding, Inc. L+12.00% 5.50% Cash/ 8.00% PIK 11/4/2019 11/2/2022 260 257 263 0.1 %
Vice Group Holding, Inc. L+12.00% 5.50% Cash/ 8.00% PIK 5/2/2019 11/2/2022 425 425 430 0.2 %
Vice Group Holding, Inc. L+12.00% 5.50% Cash/ 8.00% PIK 5/2/2019 11/2/2022 160 160 162 0.1 %
2,200 2,190 2,227 1.0 %
Media: Diversified & Production
Attom Intermediate Holdco, LLC L+5.75% 6.75 % 1/4/2019 1/4/2024 1,960 1,935 1,927 0.8 %
Attom Intermediate Holdco, LLC L+7.50% 8.75 % 6/25/2020 1/4/2024 478 469 492 0.2 %
Attom Intermediate Holdco, LLC (Revolver) (f) L+5.75% 6.75 % 1/4/2019 1/4/2024 320 0.0 %
Crownpeak Technology, Inc. L+6.25% 7.25 % 2/28/2019 2/28/2024 4,000 3,946 3,962 1.7 %
Crownpeak Technology, Inc. L+6.25% 7.25 % 2/28/2019 2/28/2024 60 60 59 0.0 %
Crownpeak Technology, Inc. (Revolver) (f) L+6.25% 7.25 % 2/28/2019 2/28/2024 167 0.0 %
6,985 6,410 6,440 2.7 %
Retail
BLST Operating Company, LLC (fka Bluestem Brands, Inc.) L+8.50% 1.00% Cash/ 9.00% PIK (l) 8/28/2020 8/28/2025 1,259 1,254 1,039 0.4 %
Forman Mills, Inc. (j) L+9.50% 8.50% Cash/ 2.00% PIK 1/14/2020 12/30/2022 1,308 1,308 1,292 0.5 %
Forman Mills, Inc. (j) L+9.50% 8.50% Cash/ 2.00% PIK 10/4/2016 12/30/2022 744 741 735 0.3 %
Forman Mills, Inc. (j) L+9.50% 8.50% Cash/ 2.00% PIK 10/4/2016 12/30/2022 7,459 7,429 6,944 3.0 %
LuLu’s Fashion Lounge, LLC L+9.50% 8.00% Cash/ 2.50% PIK 8/21/2017 8/29/2022 4,123 4,074 3,525 1.5 %
The Worth Collection, Ltd. (j) L+8.50% 9.00 % (l) 9/29/2016 9/29/2021 10,587 10,248 120 0.1 %
25,480 25,054 13,655 5.8 %

F- 9

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

December 31, 2020

(in thousands, except for sharesand units)

Portfolio Company (a) Spread Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized Cost Fair Value (d) % of
Net Assets (e)
Services: Business
Arcserve (USA), LLC L+6.00% 7.00 % 5/1/2019 5/1/2024 4,634 $ 4,567 $ 4,644 2.0 %
Atlas Sign Industries of FLA, LLC (j) L+11.50% 11.50% Cash/ 1.00% PIK 5/14/2018 5/15/2023 3,563 3,368 3,324 1.4 %
Burroughs, Inc. (j) L+7.50% 8.50 % 12/22/2017 12/22/2022 5,726 5,681 5,726 2.4 %
Burroughs, Inc. (Revolver) (f) L+7.50% 8.50 % 12/22/2017 12/22/2022 1,220 170 170 0.1 %
Certify, Inc. L+5.75% 6.75 % 2/28/2019 2/28/2024 9,000 8,907 9,000 3.8 %
Certify, Inc. L+5.75% 6.75 % 2/28/2019 2/28/2024 1,227 1,227 1,227 0.5 %
Certify, Inc. (Revolver) (f) L+5.75% 6.75 % 2/28/2019 2/28/2024 409 102 102 0.0 %
HS4 Acquisitionco, Inc. L+6.75% 7.75 % 7/9/2019 7/9/2025 10,050 9,887 9,929 4.2 %
HS4 Acquisitionco, Inc. (Revolver) (f) L+6.75% 7.75 % 7/9/2019 7/9/2025 817 0.0 %
IT Global Holding, LLC L+9.00% 10.00 % 11/15/2018 11/10/2023 9,975 9,845 9,794 4.2 %
IT Global Holding, LLC L+9.00% 10.00 % 7/19/2019 11/10/2023 3,719 3,661 3,651 1.6 %
IT Global Holding, LLC (Revolver) L+9.00% 10.00 % 11/15/2018 11/10/2023 875 875 875 0.4 %
Madison Logic, Inc. (j) L+7.50% 8.00 % 11/30/2016 11/30/2021 9,080 9,037 9,080 3.9 %
Madison Logic, Inc. (Revolver) (f) L+7.50% 8.00 % 11/30/2016 11/30/2021 988 0.0 %
RedZone Robotics, Inc. L+7.25% 7.75% Cash/ 0.50% PIK 6/1/2018 6/5/2023 591 585 556 0.2 %
RedZone Robotics, Inc. (Revolver) (f) L+6.75% 7.75 % 6/1/2018 6/5/2023 158 0.0 %
Security Services Acquisition Sub Corp. (j) L+6.00% 7.00 % 2/15/2019 2/15/2024 3,439 3,394 3,442 1.5 %
Security Services Acquisition Sub Corp. (j) L+6.00% 7.00 % 2/15/2019 2/15/2024 2,473 2,473 2,476 1.1 %
Security Services Acquisition Sub Corp. (j) L+6.00% 7.00 % 2/15/2019 2/15/2024 2,180 2,180 2,182 0.9 %
Security Services Acquisition Sub Corp. L+6.00% 7.00 % 2/15/2019 2/15/2024 1,563 1,563 1,564 0.7 %
VPS Holdings, LLC L+7.00% 8.00 % 10/5/2018 10/4/2024 3,663 3,611 3,469 1.5 %
VPS Holdings, LLC L+7.00% 8.00 % 10/5/2018 10/4/2024 2,989 2,989 2,831 1.2 %
VPS Holdings, LLC (Revolver) (f) L+7.00% 8.00 % 10/5/2018 10/4/2024 1,000 100 95 0.0 %
79,339 74,222 74,137 31.6 %
Services: Consumer
Express Wash Acquisition Company, LLC L+6.50% 7.50 % 12/28/2020 12/26/2025 2,500 2,456 2,456 1.0 %
Express Wash Acquisition Company, LLC (Revolver) (f) L+6.50% 7.50 % 12/28/2020 12/26/2025 1,000 0.0 %
IDIG Parent, LLC (q) L+6.50% 7.50 % 12/15/2020 12/15/2026 10,200 9,997 9,996 4.3 %
IDIG Parent, LLC (Delayed Draw) (f) (h) L+6.50% 7.50 % 12/15/2020 12/15/2026 1,684 0.0 %
IDIG Parent, LLC (Revolver) (f) L+6.50% 7.50 % 12/15/2020 12/15/2026 723 0.0 %
Mammoth Holdings, LLC L+6.00% 7.00 % 10/16/2018 10/16/2023 1,960 1,936 1,949 0.8 %
Mammoth Holdings, LLC L+6.00% 7.00 % 10/16/2018 10/16/2023 4,115 4,115 4,092 1.8 %
Mammoth Holdings, LLC (Revolver) (f) L+6.00% 7.00 % 10/16/2018 10/16/2023 500 0.0 %
22,682 18,504 18,493 7.9 %
Wholesale
Nearly Natural, Inc. (j) L+6.75% 7.75 % 12/15/2017 12/15/2022 6,685 6,625 6,650 2.9 %
Nearly Natural, Inc. (j) L+6.75% 7.75 % 9/22/2020 12/15/2022 1,728 1,698 1,719 0.7 %
Nearly Natural, Inc. (j) L+6.75% 7.75 % 8/28/2019 12/15/2022 1,882 1,882 1,872 0.8 %
Nearly Natural, Inc. (Revolver) (f) L+6.75% 7.75 % 12/15/2017 12/15/2022 2,397 959 959 0.4 %
12,692 11,164 11,200 4.8 %
Total Non-Controlled/Non-Affiliate Senior Secured Loans 374,330 335,630 319,930 136.5 %
Unitranche Secured Loans (r)
Banking, Finance, Insurance & Real Estate
Kudu Investment Holdings, LLC (g) L+5.75% 6.75 % 12/23/2019 12/23/2025 7,932 7,849 7,971 3.4 %
Kudu Investment Holdings, LLC (Delayed Draw) (f) (g) (h) L+5.75% 6.75 % 12/23/2019 12/23/2025 2,357 448 451 0.2 %
10,289 8,297 8,422 3.6 %
Chemicals, Plastics & Rubber
MFG Chemical, LLC (j) L+6.00% 6.50 % 6/23/2017 6/23/2022 9,232 9,184 8,627 3.7 %
MFG Chemical, LLC L+6.00% 6.50 % 3/15/2018 6/23/2022 976 976 912 0.4 %
10,208 10,160 9,539 4.1 %
Consumer Goods: Durable
RugsUSA, LLC L+6.00% 7.00 % 5/2/2018 4/28/2023 3,937 3,918 3,936 1.7 %
3,937 3,918 3,936 1.7 %
Healthcare & Pharmaceuticals
Priority Ambulance, LLC (s) L+6.50% 7.50 % 7/18/2018 4/12/2022 10,015 10,015 9,930 4.2 %
Priority Ambulance, LLC (t) L+6.50% 7.50 % 4/12/2017 4/12/2022 1,253 1,242 1,243 0.5 %
Priority Ambulance, LLC L+6.50% 7.50 % 12/13/2018 4/12/2022 672 672 666 0.3 %
Priority Ambulance, LLC (Delayed Draw) (f) (h) L+6.50% 7.50 % 10/22/2020 4/12/2022 1,009 0.0 %
12,949 11,929 11,839 5.0 %
High Tech Industries
Energy Services Group, LLC L+8.42% 9.42 % 5/4/2017 5/4/2022 3,948 3,930 3,948 1.7 %
Energy Services Group, LLC (g) (p) L+8.42% 9.42 % 5/4/2017 5/4/2022 4,861 4,699 4,861 2.0 %
Energy Services Group, LLC L+8.42% 9.42 % 5/4/2017 5/4/2022 1,124 1,110 1,124 0.5 %
WillowTree, LLC L+5.50% 6.50 % 10/9/2018 10/9/2023 7,840 7,755 7,707 3.3 %
17,773 17,494 17,640 7.5 %
Telecommunications
VB E1, LLC (Delayed Draw) (f) (h) L+8.50% 9.00 % 11/18/2020 11/18/2026 2,250 1,100 1,100 0.5 %
2,250 1,100 1,100 0.5 %
Total Non-Controlled/Non-Affiliate Unitranche Secured Loans 57,406 52,898 52,476 22.4 %

F- 10

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

December 31, 2020

(in thousands, except for sharesand units)

Portfolio Company (a) Spread Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized Cost Fair Value (d) % of
Net Assets (e)
Junior Secured Loans
Beverage, Food & Tobacco
California Pizza Kitchen, Inc. L+12.50% 1.00% Cash/ 14.00% PIK (l) 8/19/2016 5/23/2025 1,264 $ 1,264 $ 1,011 0.4 %
CSM Bakery Solutions, LLC L+7.75% 8.75 % 5/23/2013 2/4/2022 5,954 5,954 5,909 2.5 %
7,218 7,218 6,920 2.9 %
Capital Equipment
ALTA Enterprises, LLC (g) L+8.00% 9.80 % 2/14/2020 8/13/2025 3,850 3,732 3,886 1.7 %
3,850 3,732 3,886 1.7 %
High Tech Industries
Micro Holdings Corp. L+7.50% 7.65 % 8/16/2017 8/18/2025 3,000 2,981 3,024 1.3 %
3,000 2,981 3,024 1.3 %
Services: Consumer
Education Corporation of America L+11.00% 5.75% Cash/ 5.50% PIK (l) 9/3/2015 n/a (i) 833 831 762 0.3 %
833 831 762 0.3 %
Total Non-Controlled/Non-Affiliate Junior Secured Loans 14,901 14,762 14,592 6.2 %
Equity Securities (u) (v)
Banking, Finance, Insurance & Real Estate
J2 BWA Funding, LLC (0.7% profit sharing) (g) (w) 12/24/2020 0.0 %
PKS Holdings, LLC (5,680 preferred units) (g) n/a 5.00% PIK 11/30/2017 58 214 0.1 %
PKS Holdings, LLC (5,714 preferred units) (g) n/a 5.00% PIK 11/30/2017 9 33 0.0 %
PKS Holdings, LLC (132 preferred units) (g) n/a 5.00% PIK 11/30/2017 1 5 0.0 %
PKS Holdings, LLC (916 preferred units) (g) n/a 5.00% PIK 11/30/2017 9 33 0.0 %
77 285 0.1 %
Beverage, Food & Tobacco
California Pizza Kitchen, Inc. (78,699 preferred units) (w) 8/19/2016 5,468 866 0.4 %
5,468 866 0.4 %
Capital Equipment
MCP Shaw Acquisitionco, LLC (118,906 Class A-2 units) (w) 2/28/2020 119 143 0.1 %
119 143 0.1 %
Chemicals, Plastics & Rubber
Valudor Products, LLC (501,014 Class A-1 units) n/a 10.00% PIK (l) 6/18/2018 501 0.0 %
501 0.0 %
Environmental Industries
Quest Resource Holding Corporation (warrant to purchase up to 0.2% of the equity) (w) 10/19/2020 3/19/2028 67 87 0.0 %
67 87 0.0 %
Healthcare & Pharmaceuticals
Seran BioScience, LLC (33,333 common units) (w) 12/31/2020 333 333 0.1 %
333 333 0.1 %
High Tech Industries
Answers Finance, LLC (76,539 shares of common stock) (w) 4/14/2017 2,344 54 0.0 %
MarkLogic Corporation (289,941 Class A units) (w) 10/20/2020 290 286 0.1 %
Planful, Inc. (fka Host Analytics, Inc.) (473,082 Class A units) n/a 8.00% PIK 12/28/2018 473 603 0.3 %
Recorded Future, Inc. (80,486 Class A units) (x) (w) 7/3/2019 81 131 0.1 %
3,188 1,074 0.5 %
Hotels, Gaming & Leisure
Equine Network, LLC (60 Class A units) n/a 10.00% PIK 12/31/2020 60 60 0.0 %
60 60 0.0 %
Media: Advertising, Printing & Publishing
AdTheorent Holding Company, LLC (128,866 Class A voting units) (w) 12/22/2016 129 445 0.2 %
InMobi Pte, Ltd. (warrant to purchase up to 2.8% of the equity) (g) (n) (w) 9/18/2015 9/18/2025 203 0.1 %

Relevate Health Group, LLC (40 preferred units)

n/a 12.00% PIK 11/20/2020 40 40 0.0 %
RelevateHealth Group, LLC (40 Class B common units) (w) 11/20/2020 1 0.0 %
Stratus Unlimited, LLC (fka MC Sign Lessor Corp.) (686 shares of common units) (w) 8/30/2019 872 996 0.4 %
XanEdu Publishing, Inc. (49,479 Class A units) n/a 8.00% PIK 1/28/2020 49 71 0.0 %
1,090 1,756 0.7 %
Media: Diversified & Production
Attom Intermediate Holdco, LLC (297,197 Class A units) (w) 1/4/2019 297 371 0.2 %
297 371 0.2 %
Retail
BLST Operating Company, LLC (fka Bluestem Brands, Inc.) (139,883 Class A units) (w) 8/28/2020 1,072 140 0.1 %
Forman Mills, Inc. (warrant to purchase up to 2.6% of the equity) (w) 1/14/2020 1/14/2029 48 0.0 %
The Tie Bar Operating Company, LLC - Class A preferred units (1,275 units) (w) 6/25/2013 87 4 0.0 %
The Tie Bar Operating Company, LLC - Class B preferred units (1,275 units) (w) 6/25/2013 0.0 %
1,159 192 0.1 %
Services: Business
APCO Worldwide, Inc. (100 Class A voting common stock) (w) 11/1/2017 395 433 0.2 %
Atlas Sign Industries of FLA, LLC (warrant to purchase up to 0.8% of the equity) (w) 5/14/2018 5/14/2026 125 35 0.0 %
520 468 0.2 %
Services: Consumer
Education Corporation of America - Series G preferred stock (8,333 shares) n/a 12.00% PIK (l) 9/3/2015 7,492 5,117 2.2 %
Express Wash Acquisition Company, LLC (100,000 Class A units) n/a 8.00% PIK 12/28/2020 100 100 0.0 %
7,592 5,217 2.2 %

F- 11

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

December 31, 2020

(in thousands, except for sharesand units)

Portfolio Company (a) Spread Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized Cost Fair Value (d) % of
Net Assets (e)
Wholesale
Nearly Natural, Inc. (152,174 Class A units) (w) 12/15/2017 $ 152 $ 190 0.1 %
152 190 0.1 %
Total Non-Controlled/Non-Affiliate Equity Securities 20,623 11,042 4.7 %
Total Non-Controlled/Non-Affiliate Company Investments $ 423,913 $ 398,040 169.8 %
Non-Controlled Affiliate Company Investments (y)
Senior Secured Loans
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc. L+10.00% 11.50% PIK 7/22/2014 2/26/2021 9,401 $ 9,401 $ 9,401 4.0 %
American Community Homes, Inc. L+14.50% 16.00% PIK 7/22/2014 2/26/2021 6,239 6,239 6,239 2.7 %
American Community Homes, Inc. L+14.50% 16.00% PIK 3/17/2016 2/26/2021 825 825 825 0.4 %
American Community Homes, Inc. L+10.00% 11.50% PIK 5/24/2017 2/26/2021 570 570 570 0.2 %
American Community Homes, Inc. L+14.50% 16.00% PIK 5/24/2017 2/26/2021 335 335 335 0.2 %
American Community Homes, Inc. L+10.00% 11.50% PIK 8/10/2018 2/26/2021 2,095 2,095 2,915 1.2 %
American Community Homes, Inc. L+10.00% 11.50% PIK 3/29/2019 2/26/2021 3,879 3,879 3,879 1.7 %
American Community Homes, Inc. L+10.00% 11.50% PIK 9/30/2019 2/26/2021 18 18 18 0.0 %
American Community Homes, Inc. L+10.00% 11.50% PIK 12/30/2019 2/26/2021 89 89 89 0.0 %
HFZ Capital Group, LLC (g) (af) L+12.50% 14.00% PIK 10/20/2017 n/a (i) 13,242 13,242 13,106 5.6 %
HFZ Capital Group, LLC (g) (af) L+12.50% 14.00% PIK 10/20/2017 n/a (i) 4,758 4,758 4,709 2.0 %
MC Asset Management (Industrial), LLC (g) (af) L+17.00% 18.00% PIK 6/11/2019 10/30/2024 10,702 10,695 11,579 4.9 %
52,153 52,146 53,665 22.9 %
Beverage, Food & Tobacco
TJ Management HoldCo, LLC (Revolver) (f) (k) L+5.50% 6.50 % 9/9/2020 9/8/2023 795 0.0 %
795 0.0 %
Containers, Packaging & Glass
Summit Container Corporation L+8.00% 9.00 % 12/5/2013 3/31/2021 3,259 3,269 3,204 1.4 %
Summit Container Corporation (Revolver) (f) L+8.00% 9.00 % 6/15/2018 3/31/2021 6,015 1,657 1,654 0.7 %
9,274 4,926 4,858 2.1 %
Healthcare & Pharmaceuticals
Ascent Midco, LLC (j) L+5.50% 6.50 % 2/5/2020 2/5/2025 6,930 6,814 6,997 3.0 %
Ascent Midco, LLC (Delayed Draw) (f) (h) (j) L+5.50% 6.50 % 2/5/2020 2/5/2025 2,838 0.0 %
Ascent Midco, LLC (Revolver) (f) L+5.50% 6.50 % 2/5/2020 2/5/2025 1,129 0.0 %
SHI Holdings, Inc. (j) L+10.75% 10.90% PIK (l) 7/10/2014 n/a (i) 2,899 2,897 188 0.1 %
SHI Holdings, Inc. (Revolver) (f) L+10.75% 10.90% PIK (l) 7/10/2014 n/a (i) 4,667 4,585 297 0.1 %
18,463 14,296 7,482 3.2 %
High Tech Industries
Mnine Holdings, Inc. L+8.00% 4.00% Cash/ 5.00% PIK 11/2/2018 12/30/2022 11,768 11,665 12,356 5.3 %
11,768 11,665 12,356 5.3 %
Retail
Luxury Optical Holdings Co. L+8.00% 9.00% PIK (l) 9/12/2014 12/15/2021 1,481 1,481 1,430 0.6 %
Luxury Optical Holdings Co. (Delayed Draw) (f) (h) L+11.50% 12.50 % (l) 9/29/2017 12/15/2021 3,565 624 624 0.3 %
Luxury Optical Holdings Co. (Revolver) L+8.00% 9.00% PIK (l) 9/12/2014 12/15/2021 68 68 66 0.0 %
5,114 2,173 2,120 0.9 %
Services: Business
Curion Holdings, LLC (j) n/a 14.00% PIK (l) 5/2/2017 5/2/2022 4,226 4,189 3,159 1.4 %
Curion Holdings, LLC (Revolver) (f) n/a 14.00% PIK (l) 5/2/2017 5/2/2022 871 836 820 0.3 %
5,097 5,025 3,979 1.7 %
Services: Consumer
NECB Collections, LLC (Revolver) (f) L+11.00% 12.00% PIK (l) 6/25/2019 6/30/2021 1,356 1,312 834 0.3 %
1,356 1,312 834 0.3 %
Total Non-Controlled Affiliate Senior Secured Loans 104,020 91,543 85,294 36.4 %
Unitranche Secured Loans (r)
Consumer Goods: Non-Durable
Incipio, LLC (z) L+8.50% 9.50% PIK (l) 12/26/2014 8/22/2022 14,701 14,677 1,764 0.8 %
Incipio, LLC (aa) L+8.50% 9.50% PIK 3/9/2018 8/22/2022 4,278 4,278 4,227 1.8 %
Incipio, LLC L+8.50% 9.50% PIK 7/6/2018 8/22/2022 1,818 1,818 1,805 0.8 %
Incipio, LLC L+8.50% 9.50% PIK 1/15/2020 8/22/2022 1,530 1,530 1,519 0.6 %
Incipio, LLC L+8.50% 9.50% PIK 4/17/2019 8/22/2022 766 766 761 0.3 %
Incipio, LLC (Delayed Draw) (f) (h) L+8.50% 9.50% PIK 7/8/2020 8/22/2022 2,525 1,498 1,488 0.6 %
25,618 24,567 11,564 4.9 %
Total Non-Controlled Affiliate Unitranche Secured Loans 25,618 24,567 11,564 4.9 %
Junior Secured Loans
Consumer Goods: Non-Durable
Incipio, LLC (ab) n/a 10.70% PIK (l) 6/18/2018 8/22/2022 3,766 0.0 %
Incipio, LLC (ac) n/a 10.70% PIK (l) 6/18/2018 8/22/2022 7,194 0.0 %
10,960 0.0 %

F- 12

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

December 31, 2020

(in thousands, except for sharesand units)

Portfolio Company (a) Spread
Above

Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized
Cost
Fair
Value (d)
% of
Net Assets (e)
Services: Business
Curion Holdings, LLC (j) n/a 15.00% PIK (l) 8/17/2018 1/2/2023 1,720 $ 1 $ 0.0 %
Curion Holdings, LLC (j) n/a 15.00% PIK (l) 8/17/2018 1/2/2023 44 0.0 %
1,764 1 0.0 %
Total Non-Controlled Affiliate Company Junior Secured Loans 12,724 1 0.0 %
Equity Securities (v) (y)
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity) (w) 10/9/2014 12/18/2024 0.0 %
MC Asset Management (Corporate), LLC (15.9% of interests) (g) (af) (w) 6/11/2019 793 785 0.3 %
793 785 0.3 %
Beverage, Food & Tobacco
TJ Management HoldCo, LLC (16 shares of common stock) (k) (w) 9/9/2020 2,386 3,323 1.4 %
2,386 3,323 1.4 %
Consumer Goods: Non-Durable
Incipio, LLC (1,774 shares of Series C common units) (w) 7/6/2018 0.0 %
0.0 %
Containers, Packaging & Glass
Summit Container Corporation (warrant to purchase up to 19.5% of the equity) (w) 1/6/2014 1/6/2024 139 0.1 %
139 0.1 %
Healthcare & Pharmaceuticals
Ascent Midco, LLC (2,032,258 Class A units) n/a 8.00% PIK 2/5/2020 2,032 3,016 1.3 %
Familia Dental Group Holdings, LLC (1,052 Class A units) (ad) (w) 4/8/2016 3,602 3,118 1.3 %
SHI Holdings, Inc. (24 shares of common stock) (w) 12/14/2016 27 0.0 %
5,661 6,134 2.6 %
High Tech Industries
Mnine Holdings, Inc. (6,400 Class B units) (w) 6/30/2020 0.0 %
0.0 %
Retail
Luxury Optical Holdings Co. (91 preferred units) n/a 15.00% PIK (l) 9/12/2014 3,631 2,476 1.1 %
Luxury Optical Holdings Co. (86 shares of common stock) (w) 9/29/2017 0.0 %
3,631 2,476 1.1 %
Services: Business
Curion Holdings, LLC (58,779 shares of common stock) (w) 8/17/2018 0.0 %
0.0 %
Services: Consumer
NECB Collections, LLC (20.8% of units) (w) 6/21/2019 1,458 0.0 %
1,458 0.0 %
Total Non-Controlled Affiliate Equity Securities 13,929 12,857 5.5 %
Total Non-Controlled Affiliate Company Investments $ 130,040 $ 109,715 46.8 %
Controlled Affiliate Company Investments (ae)
Equity Securities
Investment Funds & Vehicles
MRCC Senior Loan Fund I, LLC (50.0% of the equity interests) (g) 10/31/2017 $ 42,150 $ 39,284 16.7 %
Total Controlled Affiliate Equity Securities 42,150 39,284 16.7 %
Total Controlled Affiliate Company Investments $ 42,150 $ 39,284 16.7 %
TOTAL INVESTMENTS $ 596,103 $ 547,039 233.3 %

F- 13

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

December 31, 2020

(in thousands, except for sharesand units)

Derivative Instruments

Foreign currency forward contracts

Notional Amount Notional Amount Unrealized Gain
Description to be Purchased to be Sold Counterparty Settlement Date (Loss)
Foreign currency forward contract $ 107 £ 87 Bannockburn Global Forex, LLC 1/4/2021 $ (12 )
Foreign currency forward contract $ 264 £ 206 Bannockburn Global Forex, LLC 3/3/2021 (18 )
Foreign currency forward contract $ 33 £ 26 Bannockburn Global Forex, LLC 3/3/2021 (2 )
Foreign currency forward contract $ 103 £ 84 Bannockburn Global Forex, LLC 4/2/2021 (12 )
Foreign currency forward contract $ 271 £ 212 Bannockburn Global Forex, LLC 6/1/2021 (19 )
Foreign currency forward contract $ 33 £ 26 Bannockburn Global Forex, LLC 6/1/2021 (2 )
Foreign currency forward contract $ 103 £ 83 Bannockburn Global Forex, LLC 7/2/2021 (11 )
Foreign currency forward contract $ 102 £ 83 Bannockburn Global Forex, LLC 10/4/2021 (11 )
Foreign currency forward contract $ 101 £ 82 Bannockburn Global Forex, LLC 1/3/2022 (11 )
Foreign currency forward contract $ 97 £ 79 Bannockburn Global Forex, LLC 4/4/2022 (11 )
Foreign currency forward contract $ 36 £ 29 Bannockburn Global Forex, LLC 5/6/2022 (4 )
$ (113 )

(a) All of the Company’s investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of the Company’s investments are issued by U.S. portfolio companies unless otherwise noted.
(b) The majority of the investmentsbear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”)or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment,the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2020.Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) Except as otherwise noted,all of the Company’s portfolio company investments, which as of December 31, 2020 represented 233.3% of the Company’snet assets or 93.5% of the Company’s total assets, are subject to legal restrictions on sales.
(d) Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by the Company’s board of directors as required by the 1940 Act. (See Note 4 in the accompanying notes to the consolidated financial statements.)
(e) Percentages are based onnet assets of $234,434 as of December 31, 2020.
(f) All or a portion of thiscommitment was unfunded at December 31, 2020. As such, interest is earned only on the funded portion of this commitment.
(g) This investment is treatedas a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifyingasset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.As of December 31, 2020, non-qualifying assets totaled 19.9% of the Company’s total assets.
(h) This delayed draw loan requiresthat certain financial covenants be met by the portfolio company prior to any fundings.
(i) This is a demand note withno stated maturity.
(j) All of this loan is heldin the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’srevolving credit facility.
(k) During the three monthsended September 30, 2020, the senior secured lender group of Toojay’s Management, LLC (“Toojay’s OldCo”)established TJ Management HoldCo, LLC (“Toojay’s NewCo”) in order to acquire certain of the assets of Toojay’sOldCo as part of a bankruptcy restructuring. The Company owns 15.9% of the equity in Toojay’s NewCo. Toojay’s NewCocredit bid a portion of the senior secured debt in Toojay’s OldCo to acquire certain assets of Toojay’s OldCo whichconstitute the ongoing operations of the portfolio company. The Company’s portion of this credit bit was $2,386, and assuch the Company’s outstanding senior secured debt investment in Toojay’s OldCo was reduced by the amount of the creditbid and the Company’s cost basis of its new equity investment in Toojay’s NewCo was increased by the amount of thecredit bid. While the Company still has loans outstanding at Toojay’s OldCo, the Company has valued these positions at zeroas of December 31, 2020.
(l) This position was on non-accrualstatus as of December 31, 2020, meaning that the Company has ceased accruing interest income on the position. See Note 2 in theaccompanying notes to the consolidated financial statements for additional information on the Company’s accounting policies.

F- 14

MONROE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

December 31, 2020

(in thousands, except for sharesand units)

(m) This investment representsa note convertible to preferred shares of the borrower.
(n) This is an internationalcompany.
(o) In May 2020, an arbitratorissued a final award in favor of the estate of Rockdale Blackhawk, LLC (the “Estate”) in the legal proceeding betweenthe Estate and a national insurance carrier. The Company’s share of the net proceeds from the award exceeded the contractualobligations due to the Company as a result of the Company’s right to receive excess proceeds pursuant to the terms of asharing agreement between the lenders and the Estate. In June 2020, the Company received $33,135 as an initial payment of proceedsfrom the legal proceedings from the Estate, of which $19,540 was recorded as a reduction in the cost basis of the Company’sinvestment in Rockdale, $3,878 was recorded as the collection of previously accrued interest, $7,378 was recorded as investmentincome for previously unaccrued interest and fees and $2,339 was recorded as realized gains. Additionally, as an offset, the Companyrecorded net change in unrealized (loss) of ($8,243) primarily as a result of the reversal associated with the collection of proceedsfrom the Estate. Total net income associated with the Company’s investment in Rockdale was $1,887 during the year endedDecember 31, 2020. As of December 31, 2020, the Company has this remaining investment in Rockdale associated with residual proceedscurrently expected from the Estate. This investment is a non-income producing security.
(p) This loan is denominatedin Great Britain pounds and is translated into U.S. dollars as of the valuation date.
(q) As of December 31, 2020,the Company was party to a subscription agreement with a commitment to fund an equity investment of $289.
(r) The Company structures itsunitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companiesthat serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority lienson the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investorand retains a “last out” portion of the loan, in which case the “first out” portion of the loan will generallyreceive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combinecharacteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’sunitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limitthe Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche securedloans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortizationdeferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principalat the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amountowed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranchesecured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediationin the event of underperformance.
(s) A portion of this loan (principalof $9,258) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateralto the Company’s revolving credit facility.
(t) A portion of this loan (principalof $525) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateralto the Company’s revolving credit facility.
(u) Represents less than 5%ownership of the portfolio company’s voting securities.
(v) Ownership of certain equityinvestments may occur through a holding company or partnership.
(w) Represents a non-incomeproducing security.
(x) As of December 31, 2020,the Company was party to a subscription agreement with a commitment to fund an additional equity investment of $16.
(y) As defined in the 1940 Act,the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns 5% or more of the portfoliocompany’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additionalinformation on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemedto control).
(z) A portion of this loan (principalof $5,390) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateralto the Company’s revolving credit facility.
(aa) A portion of this loan (principalof $54) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateralto the Company’s revolving credit facility.
(ab) A portion of this loan (principalof $1,015) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateralto the Company’s revolving credit facility.
(ac) A portion of this loan (principalof $1,938) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateralto the Company’s revolving credit facility.
(ad) As of December 31, 2020,the Company was party to a subscription agreement with a commitment to fund an additional equity investment of $611.
(ae) As defined in the 1940 Act,the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company asit owns more than 25% in company’s voting securities. See Note 5 in the accompanying notes to the consolidated financialstatements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio companythat the Company is deemed to Control.
(af)

The Company restructured its investments in HFZ Capital Group LLC (“HFZ”) and HFZ Member RB portfolio, LLC (“Member RB”) during the three months ended December 31, 2020. As part of the restructuring of HFZ, the Company obtained a 15.9% equity interest in MC Asset Management (Corporate), LLC (“Corporate”). As part of the Member RB restructuring, the Company exchanged its loan in Member RB for a promissory note in MC Asset Management (Industrial), LLC (“Industrial”). Corporate owns 100% of the equity of Industrial.  In conjunction with these restructurings, the Company participated $4,758 of principal of its loan to HFZ as an equity contribution to Industrial.  This participation did not qualify for sale accounting under ASC Topic 860 – Transfers and Servicing because the sale did not meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. As a result, the Company continues to reflect its full investment in HFZ but has split the loan into two investments.

n/a - not applicable

See Notes to Consolidated Financial Statements.

F- 15

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS

December31, 2019

(inthousands, except for shares and units )

Portfolio Company (a) Spread
Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized
Cost
Fair
Value (d)
% of Net
Assets (e)
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Automotive
Hastings Manufacturing Company L+8.25% 10.05 % 4/24/2018 4/24/2023 2,812 $ 2,771 $ 2,705 1.0 %
Magneto & Diesel Acquisition, Inc. L+5.50% 7.30 % 12/18/2018 12/18/2023 4,950 4,877 4,957 2.0 %
Magneto & Diesel Acquisition, Inc. (Revolver) (f) L+5.50% 7.30 % 12/18/2018 12/18/2023 500 125 125 0.1 %
8,262 7,773 7,787 3.1 %
Banking, Finance, Insurance & Real Estate
777 SPV I LLC (Delayed Draw) (g) (h) L+8.50% 10.30 % 4/15/2019 4/14/2023 5,325 5,267 5,341 2.1 %
Echelon Funding I, LLC (h) L+7.50% 9.28 % 12/31/2019 1/11/2021 2,205 2,172 2,204 0.9 %
Echelon Funding I, LLC (Delayed Draw) (f) (g) (h) L+7.50% 9.19 % 2/24/2017 1/11/2021 14,175 10,200 10,197 4.1 %
HFZ Capital Group, LLC (h) L+10.00% 12.10 % 10/20/2017 11/25/2020 18,000 17,991 17,995 7.2 %
HFZ Member RB Portfolio, LLC (h) L+12.00% 14.10 % 10/30/2018 10/29/2021 9,780 9,765 9,765 3.9 %
Kudu Investment Holdings, LLC (h) L+6.25% 8.18 % 12/23/2019 12/23/2025 5,500 5,404 5,404 2.2 %
Kudu Investment Holdings, LLC (Delayed Draw) (f) (g) (h) L+6.25% 8.18 % 12/23/2019 12/23/2025 3,667 0.0 %
Kudu Investment Holdings, LLC (Revolver) (f) (h) L+6.25% 8.18 % 12/23/2019 12/23/2025 482 0.0 %
Liftforward SPV II, LLC (h) L+10.75% 12.55 % 11/10/2016 11/10/2020 3,240 3,235 3,240 1.3 %
PKS Holdings, LLC (h) L+14.25% 15.94 % 11/30/2017 11/30/2022 1,645 1,512 1,656 0.7 %
PKS Holdings, LLC (Revolver) (f) (h) L+14.25% 15.94 % 11/30/2017 11/30/2022 80 0.0 %
TCP-NG (U.S.), LLC (h) L+7.25% 9.21 % 8/23/2019 8/22/2024 2,925 2,880 2,919 1.2 %
TCP-NG (U.S.), LLC (Revolver) (f) (h) L+7.25% 9.21 % 8/23/2019 8/22/2024 180 0.0 %
67,204 58,426 58,721 23.6 %
Beverage, Food & Tobacco
California Pizza Kitchen, Inc. L+6.00% 7.91 % 8/19/2016 8/23/2022 6,772 6,737 5,910 2.4 %
Toojay's Management LLC L+5.50% 7.30 % 10/26/2018 10/26/2022 3,465 3,413 3,472 1.4 %
Toojay's Management LLC L+5.50% 7.30 % 10/26/2018 10/26/2022 476 476 476 0.2 %
Toojay's Management LLC (Revolver) (f) L+5.50% 7.30 % 10/26/2018 10/26/2022 318 239 238 0.1 %
11,031 10,865 10,096 4.1 %
Chemicals, Plastics & Rubber
Midwest Composite Technologies, LLC (i) L+6.50% 8.30 % 12/2/2019 8/31/2023 14,962 14,667 14,980 6.0 %
Midwest Composite Technologies, LLC L+6.50% 8.30 % 8/31/2018 8/31/2023 889 876 890 0.4 %
Midwest Composite Technologies, LLC (Delayed Draw) (f) (g) L+6.50% 8.30 % 8/31/2018 8/31/2023 510 60 60 0.0 %
Midwest Composite Technologies, LLC (Revolver) (f) L+6.50% 8.30 % 8/31/2018 8/31/2023 90 0.0 %
Valudor Products, LLC L+7.50% 9.30 % 6/18/2018 6/19/2023 1,563 1,539 1,522 0.6 %
Valudor Products, LLC (j) L+7.50% 9.30 % 6/18/2018 6/19/2023 211 206 205 0.1 %
Valudor Products, LLC (Revolver) (f) L+9.50% 11.30 % 6/18/2018 6/19/2023 818 325 318 0.1 %
19,043 17,673 17,975 7.2 %
Construction & Building
Cali Bamboo, LLC L+7.00% 8.80 % 7/10/2015 7/10/2020 7,855 7,822 7,602 3.0 %
Cali Bamboo, LLC (Revolver) (f) L+7.00% 8.80 % 7/10/2015 7/10/2020 2,165 930 900 0.4 %
Dude Solutions Holdings, Inc. L+7.00% 8.80 % 6/14/2019 6/13/2025 10,000 9,787 9,970 4.0 %
Dude Solutions Holdings, Inc. (Revolver) (f) L+7.00% 8.80 % 6/14/2019 6/13/2025 1,304 0.0 %
21,324 18,539 18,472 7.4 %
Consumer Goods: Durable
Nova Wildcat Amerock, LLC L+5.75% 7.55 % 10/12/2018 10/12/2023 9,182 9,033 9,138 3.7 %
Nova Wildcat Amerock, LLC (Revolver) (f) L+5.75% 7.55 % 10/12/2018 10/12/2023 931 0.0 %
Parterre Flooring & Surface Systems, LLC (i) L+9.00% 10.80 % 8/22/2017 8/22/2022 8,550 8,448 7,486 3.0 %
Parterre Flooring & Surface Systems, LLC (Revolver) L+9.00% 10.80 % 8/22/2017 8/22/2022 696 696 609 0.2 %
19,359 18,177 17,233 6.9 %
Consumer Goods: Non-Durable
Quirch Foods Holdings, LLC L+6.00% 7.79 % 2/14/2019 12/19/2025 1,980 1,962 1,980 0.8 %
1,980 1,962 1,980 0.8 %
Energy: Oil & Gas
BJ Services, LLC L+7.00% 8.91 % 1/28/2019 1/3/2023 4,331 4,296 4,306 1.7 %
4,331 4,296 4,306 1.7 %
Environmental Industries
StormTrap, LLC L+5.50% 7.30 % 12/10/2018 12/8/2023 7,920 7,804 7,609 3.0 %
StormTrap, LLC (Revolver) (f) L+5.50% 7.30 % 12/10/2018 12/8/2023 432 0.0 %
Synergy Environmental Corporation (i) L+8.00% 9.80 % 4/29/2016 9/30/2021 2,893 2,869 2,884 1.2 %
Synergy Environmental Corporation (i) L+8.00% 9.80 % 4/29/2016 9/30/2021 484 479 482 0.2 %
Synergy Environmental Corporation L+8.00% 9.80 % 4/29/2016 9/30/2021 827 827 824 0.3 %
Synergy Environmental Corporation (Revolver) (f) L+8.00% 9.80 % 4/29/2016 9/30/2021 671 203 202 0.1 %
13,227 12,182 12,001 4.8 %

F- 16

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS - (continued)

December31, 2019

(inthousands, except for shares and units )

Portfolio Company (a) Spread
Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized
Cost
Fair
Value (d)
% of Net
Assets (e)
Healthcare & Pharmaceuticals
American Optics Holdco, Inc. (h) (k) L+7.00% 8.80 % 9/13/2017 9/13/2022 4,210 $ 4,159 $ 4,185 1.7 %
American Optics Holdco, Inc. (h) (k) L+7.00% 8.80 % 9/13/2017 9/13/2022 1,637 1,614 1,627 0.7 %
American Optics Holdco, Inc. (Revolver) (f) (h) (k) L+7.00% 8.80 % 9/13/2017 9/13/2022 440 0.0 %
American Optics Holdco, Inc. (Revolver) (f) (h) (k) L+7.00% 8.80 % 9/13/2017 9/13/2022 440 0.0 %
Apotheco, LLC L+5.50% 7.30 % 4/8/2019 4/8/2024 3,482 3,420 3,482 1.4 %
Apotheco, LLC (Delayed Draw) (f) (g) L+5.50% 7.30 % 4/8/2019 4/8/2024 1,647 0.0 %
Apotheco, LLC (Revolver) (f) L+5.50% 7.30 % 4/8/2019 4/8/2024 909 341 341 0.1 %
Familia Dental Group Holdings, LLC (i) L+8.75% 9.80% Cash/
0.75% PIK
4/8/2016 4/8/2021 5,019 4,993 4,726 1.9 %
Familia Dental Group Holdings, LLC L+8.75% 9.80% Cash/
0.75% PIK
4/8/2016 4/8/2021 483 483 455 0.2 %
Familia Dental Group Holdings, LLC (Revolver) (f) L+8.75% 9.80% Cash/
0.75% PIK
4/8/2016 4/8/2021 573 372 351 0.1 %
RockdaleBlackhawk, LLC (DIP Facility) n/a 15.10 % 8/30/2018 n/a (l) 198 198 198 0.1 %
Rockdale Blackhawk, LLC (DIP Facility) n/a 15.10 % 8/6/2018 n/a (l) 8,877 8,877 10,169 4.1 %

Rockdale Blackhawk, LLC

L+13.00% 14.80 % (m) 3/31/2015 3/31/2020 10,923 10,465 19,171 7.7 %
38,838 34,922 44,705 18.0 %
High Tech Industries
Host Analytics, Inc. L+6.00% 7.69 % 12/28/2018 12/28/2023 9,500 9,340 9,519 3.8 %
Host Analytics, Inc. (Revolver) (f) L+6.00% 7.69 % 12/28/2018 12/28/2023 442 0.0 %
Mindbody, Inc. L+7.00% 8.79 % 2/15/2019 2/14/2025 6,333 6,223 6,311 2.5 %
Mindbody, Inc. (Revolver) (f) L+7.00% 8.79 % 2/15/2019 2/14/2025 667 0.0 %
Newforma, Inc. (i) L+5.50% 7.46 % 6/30/2017 6/30/2022 13,251 13,139 13,251 5.3 %
Newforma, Inc. (Revolver) (f) L+5.50% 7.46 % 6/30/2017 6/30/2022 1,250 0.0 %
Prototek Sheetmetal Fabrication, LLC L+7.50% 9.30 % 12/11/2017 12/12/2022 3,360 3,316 3,335 1.3 %
Prototek Sheetmetal Fabrication, LLC L+7.50% 9.30 % 6/27/2019 12/12/2022 1,596 1,568 1,584 0.6 %
Prototek Sheetmetal Fabrication, LLC L+7.50% 9.30 % 12/11/2017 12/12/2022 2,295 2,295 2,277 0.9 %
Prototek Sheetmetal Fabrication, LLC (Revolver) (f) L+7.50% 9.30 % 12/11/2017 12/12/2022 233 0.0 %
Recorded Future, Inc. L+6.75% 8.55 % 7/3/2019 7/3/2025 7,333 7,193 7,331 3.0 %
Recorded Future, Inc. (Delayed Draw) (f) (g) L+6.75% 8.55 % 7/3/2019 7/3/2025 587 0.0 %
Recorded Future, Inc. (Revolver) (f) L+6.75% 8.55 % 7/3/2019 7/3/2025 880 0.0 %
RPL Bidco Limited (h) (k) (n) L+7.50% 8.28 % 11/9/2017 11/9/2023 14,225 14,062 14,225 5.7 %
RPL Bidco Limited (h) (k) (n) L+7.50% 8.28 % 5/22/2018 11/9/2023 1,723 1,639 1,723 0.7 %
RPL Bidco Limited (Revolver) (f) (h) (k) (n) L+7.50% 8.28 % 11/9/2017 11/9/2023 530 0.0 %
WillowTree, LLC L+5.50% 7.30 % 10/9/2018 10/9/2023 7,900 7,788 7,916 3.2 %
WillowTree, LLC (Revolver) (f) L+5.50% 7.30 % 10/9/2018 10/9/2023 1,000 945 945 0.4 %
73,105 67,508 68,417 27.4 %
Media: Advertising, Printing & Publishing
AdTheorent, Inc. L+8.50% 10.19 % 12/22/2016 12/22/2021 3,398 3,367 3,393 1.4 %
Destination Media, Inc. (i) L+5.50% 7.30 % 4/7/2017 4/7/2022 4,725 4,687 4,772 1.9 %
Destination Media, Inc. (Revolver) (f) L+5.50% 7.30 % 4/7/2017 4/7/2022 542 0.0 %
MC Sign Lessor Corp. L+7.00% 8.69 % 12/22/2017 8/30/2024 15,720 15,639 15,674 6.3 %
MC Sign Lessor Corp. (Revolver) (f) L+7.00% 8.69 % 12/22/2017 8/30/2024 3,490 1,047 1,047 0.4 %
27,875 24,740 24,886 10.0 %
Media: Broadcasting & Subscription
Vice Group Holding, Inc. L+12.00% 5.92% Cash/
8.00% PIK
5/2/2019 11/2/2022 1,250 1,240 1,251 0.5 %
Vice Group Holding, Inc. L+12.00% 5.92% Cash/
8.00% PIK
11/4/2019 11/2/2022 240 235 240 0.1 %
Vice Group Holding, Inc. (Delayed Draw) (f) (g) L+12.00% 13.92 % 5/2/2019 11/2/2022 400 0.0 %
Vice Group Holding, Inc. (Delayed Draw) (f) (g) L+12.00% 13.92 % 5/2/2019 11/2/2022 160 0.0 %
2,050 1,475 1,491 0.6 %
Media: Diversified & Production
Attom Intermediate Holdco, LLC L+5.75% 7.55 % 1/4/2019 1/4/2024 1,980 1,947 1,971 0.8 %
Attom Intermediate Holdco, LLC (Revolver) (f) L+5.75% 7.55 % 1/4/2019 1/4/2024 320 0.0 %
Crownpeak Technology, Inc. L+6.25% 7.94 % 2/28/2019 2/28/2024 4,000 3,931 4,011 1.6 %
Crownpeak Technology, Inc. (Delayed Draw) (f) (g) L+6.25% 7.94 % 2/28/2019 2/28/2024 333 60 60 0.0 %
Crownpeak Technology, Inc. (Revolver) (f) L+6.25% 7.94 % 2/28/2019 2/28/2024 167 0.0 %
6,800 5,938 6,042 2.4 %

F- 17

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS - (continued)

December31, 2019

(inthousands, except for shares and units)

Portfolio Company (a) Spread
Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized
Cost
Fair
Value (d)
% of Net
Assets (e)
Retail
Bluestem Brands, Inc. L+7.50% 9.30 % 6/26/2015 11/6/2020 2,275 $ 2,270 $ 1,707 0.7 %
Forman Mills, Inc. (i) L+9.50% 9.30% Cash/
2.00% PIK
10/4/2016 10/4/2021 8,202 8,133 5,885 2.4 %
LuLu's Fashion Lounge, LLC L+9.00% 10.80 % 8/21/2017 8/29/2022 4,156 4,082 4,073 1.6 %
The Worth Collection, Ltd. (i) L+8.50%

6.05% Cash/

4.25% PIK

(m) 9/29/2016 9/29/2021 10,587 10,248 1,034 0.4 %
25,220 24,733 12,699 5.1 %
Services: Business
APCO Worldwide, Inc. L+8.00% 9.80 % 6/30/2017 6/30/2022 4,625 4,572 4,590 1.8 %
Arcserve (USA), LLC L+6.00% 7.91 % 5/1/2019 5/1/2024 4,755 4,668 4,785 1.9 %
Atlas Sign Industries of FLA, LLC (i) L+11.50% 12.30% Cash/
1.00% PIK
5/14/2018 5/15/2023 3,527 3,332 3,255 1.3 %
Burroughs, Inc. (i) L+7.50% 9.19 % 12/22/2017 12/22/2022 5,757 5,698 5,635 2.3 %
Burroughs, Inc. (Revolver) (f) L+7.50% 9.19 % 12/22/2017 12/22/2022 1,219 1,129 1,129 0.5 %
Certify, Inc. L+5.75% 7.55 % 2/28/2019 2/28/2024 9,000 8,882 8,938 3.6 %
Certify, Inc. (Delayed Draw) (f) (g) L+5.75% 7.55 % 2/28/2019 2/28/2024 1,227 614 609 0.2 %
Certify, Inc. (Revolver) (f) L+5.75% 7.55 % 2/28/2019 2/28/2024 409 61 61 0.0 %
HaystackID, LLC L+6.50% 8.30 % 1/14/2019 1/12/2024 4,950 4,867 4,965 2.0 %
HaystackID, LLC (Revolver) (f) L+6.50% 8.30 % 1/14/2019 1/12/2024 403 40 40 0.0 %
HS4 Acquisitionco, Inc. L+6.75% 8.71 % 7/9/2019 7/9/2025 10,050 9,859 10,010 4.0 %
HS4 Acquisitionco, Inc. (Revolver) (f) L+6.75% 8.54 % 7/9/2019 7/9/2025 817 123 122 0.0 %
IT Global Holding, LLC L+8.50% 10.30 % 11/15/2018 11/10/2023 10,237 10,066 10,160 4.1 %
IT Global Holding, LLC L+8.50% 10.30 % 7/19/2019 11/10/2023 3,816 3,743 3,787 1.5 %
IT Global Holding, LLC (Revolver) L+8.50% 10.30 % 11/15/2018 11/10/2023 875 875 875 0.4 %
Kaseya Traverse, Inc. L+6.50% 7.72% Cash/
1.00% PIK
5/3/2019 5/2/2025 6,026 5,913 6,011 2.5 %
Kaseya Traverse, Inc. (Delayed Draw) (f) (g) L+6.50% 7.69% Cash/
1.00% PIK
5/3/2019 5/2/2025 723 94 94 0.0 %
Kaseya Traverse, Inc. (Revolver) (f) L+6.50% 8.30 % 5/3/2019 5/2/2025 506 289 289 0.1 %
Madison Logic, Inc. (i) L+8.00% 9.80 % 11/30/2016 11/30/2021 9,621 9,531 9,621 3.9 %
Madison Logic, Inc. (Revolver) (f) L+8.00% 9.80 % 11/30/2016 11/30/2021 988 0.0 %
RedZone Robotics, Inc. L+8.75% 8.55% Cash/
2.00% PIK
6/1/2018 6/5/2023 646 636 596 0.2 %
RedZone Robotics, Inc. (Revolver) (f) L+6.75% 8.55 % 6/1/2018 6/5/2023 158 0.0 %
Security Services Acquisition Sub Corp. (i) L+6.00% 7.74 % 2/15/2019 2/15/2024 3,474 3,416 3,479 1.4 %
Security Services Acquisition Sub Corp. (Delayed Draw) (f) (g) (i) L+6.00% 7.74 % 2/15/2019 2/15/2024 2,491 1,762 1,765 0.7 %
Security Services Acquisition Sub Corp. (Delayed Draw) (f) (g) (i) L+6.00% 7.74 % 2/15/2019 2/15/2024 2,186 1,065 1,067 0.4 %
Security Services Acquisition Sub Corp. (Revolver) (f) L+6.00% 7.74 % 2/15/2019 2/15/2024 1,563 104 104 0.0 %
TRP Construction Group, LLC (i) L+7.00% 8.80 % 10/5/2017 10/5/2022 7,863 7,767 7,815 3.1 %
TRP Construction Group, LLC L+7.00% 8.80 % 9/5/2018 10/5/2022 6,682 6,682 6,642 2.7 %
TRP Construction Group, LLC (Revolver) (f) L+7.00% 8.80 % 10/5/2017 10/5/2022 2,133 0.0 %
VPS Holdings, LLC L+7.00% 8.80 % 10/5/2018 10/4/2024 4,537 4,459 4,448 1.8 %
VPS Holdings, LLC L+7.00% 8.80 % 10/5/2018 10/4/2024 3,700 3,700 3,627 1.5 %
VPS Holdings, LLC (Revolver) (f) L+7.00% 8.80 % 10/5/2018 10/4/2024 1,000 100 100 0.0 %
115,964 104,047 104,619 41.9 %
Services: Consumer
Mammoth Holdings, LLC L+6.00% 8.10 % 10/16/2018 10/16/2023 1,980 1,948 1,984 0.8 %
Mammoth Holdings, LLC L+6.00% 7.79 % 10/16/2018 10/16/2023 4,156 4,156 4,165 1.7 %
Mammoth Holdings, LLC (Revolver) (f) L+6.00% 8.10 % 10/16/2018 10/16/2023 500 0.0 %
PeopleConnect Intermediate, LLC L+6.50% 8.45 % 7/1/2015 7/1/2020 4,030 4,019 4,030 1.6 %
PeopleConnect Intermediate, LLC L+12.50% 14.45 % 7/1/2015 7/1/2020 4,515 4,500 4,515 1.8 %
PeopleConnect Intermediate, LLC (Revolver) (f) L+9.50% 11.45 % 7/1/2015 7/1/2020 236 0.0 %
15,417 14,623 14,694 5.9 %
Wholesale
Nearly Natural, Inc. (i) L+7.00% 8.96 % 12/15/2017 12/15/2022 6,860 6,771 6,771 2.7 %
Nearly Natural, Inc. (Delayed Draw) (f) (g) (i) L+7.00% 8.96 % 8/28/2019 12/15/2022 1,924 349 344 0.1 %
Nearly Natural, Inc. (Revolver) (f) L+7.00% 8.96 % 12/15/2017 12/15/2022 1,522 761 761 0.3 %
10,306 7,881 7,876 3.1 %
Total Non-Controlled/Non-Affiliate Senior Secured Loans 481,336 435,760 434,000 174.0 %

F- 18

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS - (continued)

December31, 2019

(inthousands, except for shares and units)

Portfolio Company (a) Spread
Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized
Cost
Fair
Value (d)
% of Net
Assets (e)
Unitranche Secured Loans (o)
Chemicals, Plastics & Rubber
MFG Chemical, LLC (i) L+6.00% 7.80 % 6/23/2017 6/23/2022 10,477 $ 10,388 $ 10,173 4.1 %
MFG Chemical, LLC L+6.00% 7.80 % 3/15/2018 6/23/2022 1,121 1,121 1,088 0.4 %
11,598 11,509 11,261 4.5 %
Construction & Building
Inland Pipe Rehabilitation LLC L+5.50% 7.46 % 12/27/2018 12/26/2024 12,375 12,156 12,415 5.0 %
12,375 12,156 12,415 5.0 %
Consumer Goods: Durable
RugsUSA, LLC L+6.50% 8.45 % 5/2/2018 4/28/2023 4,000 3,971 4,004 1.6 %
4,000 3,971 4,004 1.6 %
Healthcare & Pharmaceuticals
Priority Ambulance, LLC (p) L+6.50% 8.46 % 7/18/2018 4/12/2022 10,015 10,015 10,015 4.0 %
Priority Ambulance, LLC (q) L+6.50% 8.46 % 4/12/2017 4/12/2022 1,253 1,234 1,256 0.5 %
Priority Ambulance, LLC (Delayed Draw) (f) (g) L+6.50% 8.46 % 12/13/2018 4/12/2022 2,480 689 691 0.3 %
13,748 11,938 11,962 4.8 %
High Tech Industries
Energy Services Group, LLC L+8.42% 10.22 % 5/4/2017 5/4/2022 4,170 4,139 4,154 1.6 %
Energy Services Group, LLC (h) (n) L+8.42% 9.42 % 5/4/2017 5/4/2022 4,979 4,941 4,965 2.0 %
Energy Services Group, LLC L+8.42% 10.22 % 5/4/2017 5/4/2022 1,187 1,172 1,182 0.5 %
Mnine Holdings, Inc. P+7.75% 12.50 % 11/2/2018 11/2/2023 7,940 7,809 7,919 3.2 %
18,276 18,061 18,220 7.3 %
Total Non-Controlled/Non-Affiliate Unitranche Secured Loans 59,997 57,635 57,862 23.2 %
Junior Secured Loans
Beverage, Food & Tobacco
CSM Bakery Supplies, LLC L+7.75% 9.78 % 5/23/2013 7/5/2021 5,792 5,792 5,538 2.2 %
5,792 5,792 5,538 2.2 %
High Tech Industries
Micro Holdings Corp. L+7.50% 9.30 % 8/16/2017 8/18/2025 3,000 2,974 3,009 1.2 %
3,000 2,974 3,009 1.2 %
Media: Diversified & Production
The Octave Music Group, Inc. L+8.25% 9.95 % 5/29/2015 5/27/2022 4,355 4,325 4,355 1.8 %
4,355 4,325 4,355 1.8 %
Services: Consumer
Education Corporation of America L+11.00% 7.46% Cash/
5.50% PIK
(m) 9/3/2015 3/31/2020 833 831 774 0.3 %
833 831 774 0.3 %
Total Non-Controlled/Non-Affiliate Junior Secured Loans 13,980 13,922 13,676 5.5 %
Equity Securities (r) (s)
Banking, Finance, Insurance & Real Estate
PKS Holdings, LLC (warrant to purchase up to 0.8% of the equity) (h) (t) 11/30/2017 11/30/2027 116 14 0.0 %
116 14 0.0 %
Chemicals, Plastics & Rubber
Valudor Products, LLC (501,014 Class A-1 units) n/a 10.00% PIK 6/18/2018 501 273 0.1 %
501 273 0.1 %
High Tech Industries
Answers Finance, LLC (76,539 shares of common stock) (t) 4/14/2017 2,344 52 0.0 %
Host Analytics, Inc. (441,860 Class A units) (t) 12/28/2018 442 603 0.3 %
Recorded Future, Inc. (80,080 Class A units) (u) (t) 7/3/2019 80 84 0.0 %
2,866 739 0.3 %
Media: Advertising, Printing & Publishing
AdTheorent, Inc. (128,866 Class A voting units) (t) 12/22/2016 129 395 0.2 %
MC Sign Lessor Corp. (686 shares of common units) (t) 8/30/2019 872 864 0.3 %
InMobi Pte, Ltd. (warrant to purchase up to 2.8% of the equity) (h) (k) (t) 9/18/2015 9/18/2025 188 0.1 %
1,001 1,447 0.6 %

F- 19

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS - (continued)

December31, 2019

(inthousands, except for shares and units)

Portfolio Company (a) Spread
Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized
Cost
Fair
Value (d)
% of Net
Assets (e)
Media: Diversified & Production
Attom Intermediate Holdco, LLC (260,000 Class A units) (t) 1/4/2019 $ 260 $ 255 0.1 %
260 255 0.1 %
Retail
The Tie Bar Operating Company, LLC - Class A Preferred Units (1,275 units) 6/25/2013 87 63 0.0 %
The Tie Bar Operating Company, LLC - Class B Preferred Units (1,275 units) 6/25/2013 0.0 %
87 63 0.0 %
Services: Business
APCO Worldwide, Inc. (100 Class A voting common stock) (t) 11/1/2017 395 281 0.1 %
Atlas Sign Industries of FLA, LLC (warrant to purchase up to 0.8% of the equity) (t) 5/14/2018 5/14/2026 125 84 0.0 %
520 365 0.1 %
Services: Consumer
Education Corporation of America - Series G Preferred Stock (8,333 shares) n/a 12.00% PIK (m) 9/3/2015 7,492 5,117 2.1 %
7,492 5,117 2.1 %
Wholesale
Nearly Natural, Inc. (152,174 Class A units) (t) 12/15/2017 152 148 0.1 %
152 148 0.1 %
Total Non-Controlled/Non-Affiliate Equity Securities 12,995 8,421 3.4 %
Total Non-Controlled/Non-Affiliate Company Investments $ 520,312 $ 513,959 206.1 %
Non-Controlled Affiliate Company Investments (v)
Senior Secured Loans
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc. L+10.00% 11.80% PIK 7/22/2014 12/31/2020 8,830 $ 8,821 $ 6,764 2.7 %
American Community Homes, Inc. L+14.50% 16.30% PIK 7/22/2014 12/31/2020 5,599 5,594 4,289 1.7 %
American Community Homes, Inc. L+10.00% 11.80% PIK 3/17/2016 12/31/2020 668 667 512 0.2 %
American Community Homes, Inc. L+10.00% 11.80% PIK 5/24/2017 12/31/2020 535 534 410 0.2 %
American Community Homes, Inc. L+14.50% 16.30% PIK 5/24/2017 12/31/2020 301 300 230 0.1 %
American Community Homes, Inc. L+8.00% 9.80% PIK 8/10/2018 12/31/2020 1,922 1,922 1,472 0.6 %
American Community Homes, Inc. L+8.00% 9.80% PIK 3/29/2019 12/31/2020 3,603 3,603 2,760 1.1 %
American Community Homes, Inc. L+8.00% 9.80% PIK 9/30/2019 12/31/2020 14 14 11 0.0 %
American Community Homes, Inc. L+8.00% 9.80% PIK 12/30/2019 12/31/2020 1,186 1,186 1,168 0.5 %
22,658 22,641 17,616 7.1 %
Containers, Packaging & Glass
Summit Container Corporation (i) L+8.00% 9.80 % 12/5/2013 1/6/2021 3,259 3,269 2,971 1.1 %
Summit Container Corporation (Revolver) (f) (i) L+8.00% 9.80 % 6/15/2018 1/6/2021 7,300 5,475 5,406 2.2 %
10,559 8,744 8,377 3.3 %
Healthcare & Pharmaceuticals
SHI Holdings, Inc. (i) L+10.25% 12.05% PIK 7/10/2014 12/31/2020 2,899 2,897 2,459 1.0 %
SHI Holdings, Inc. (Revolver) (f) L+10.25% 12.05% PIK 7/10/2014 12/31/2020 4,667 4,240 3,601 1.4 %
7,566 7,137 6,060 2.4 %
Retail
Luxury Optical Holdings Co. L+8.00% 9.80% PIK (m) 9/12/2014 9/30/2020 4,953 4,949 3,457 1.4 %
Luxury Optical Holdings Co. (Delayed Draw) (g) L+11.50% 13.30% (m) 9/29/2017 9/30/2020 624 624 620 0.2 %
Luxury Optical Holdings Co. (Revolver) L+8.00% 9.80% PIK (m) 9/12/2014 9/30/2020 228 228 159 0.1 %
5,805 5,801 4,236 1.7 %
Services: Business
Curion Holdings, LLC (i) n/a 14.00% PIK (m) 5/2/2017 5/2/2022 4,226 4,189 3,279 1.3 %
Curion Holdings, LLC (Revolver) (f) n/a 14.00% PIK (m) 5/2/2017 5/2/2022 478 451 441 0.2 %
4,704 4,640 3,720 1.5 %
Services: Consumer
New England College of Business and Finance, LLC (Revolver) (f) L+11.00% 12.69 % 6/25/2019 6/30/2021 1,275 1,148 1,148 0.5 %
1,275 1,148 1,148 0.5 %
Total Non-Controlled Affiliate Senior Secured Loans 52,567 50,111 41,157 16.5 %

F- 20

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS - (continued)

December31, 2019

(inthousands, except for shares and units)

Portfolio Company (a) Spread
Above
Index (b)
Interest
Rate
Acquisition
Date (c)
Maturity Principal Amortized
Cost
Fair
Value (d)
% of Net
Assets (e)
Unitranche Secured Loans (o)
Consumer Goods: Non-Durable
Incipio, LLC (w) L+8.72% 10.41% PIK (x) 12/26/2014 8/22/2022 14,573 $ 14,549 $ 12,343 5.0 %
Incipio, LLC (y) L+8.50% 10.19% PIK 3/9/2018 8/22/2022 3,815 3,815 3,750 1.5 %
Incipio, LLC L+8.50% 10.19% PIK 7/6/2018 8/22/2022 1,621 1,621 1,606 0.6 %
Incipio, LLC L+8.50% 10.19% PIK 4/17/2019 8/22/2022 692 692 686 0.3 %
20,701 20,677 18,385 7.4 %
Total Non-Controlled Affiliate Unitranche Secured Loans 20,701 20,677 18,385 7.4 %
Junior Secured Loans
Consumer Goods: Non-Durable
Incipio, LLC (z) n/a 10.70% PIK (m) 6/18/2018 8/22/2022 3,766 0.0 %
Incipio, LLC (aa) n/a 10.70% PIK (m) 6/18/2018 8/22/2022 7,194 0.0 %
10,960 0.0 %
Services: Business
Curion Holdings, LLC (i) n/a 15.00% PIK (m) 8/17/2018 1/2/2023 1,720 1 0.0 %
Curion Holdings, LLC (i) n/a 15.00% PIK (m) 8/17/2018 1/2/2023 44 0.0 %
1,764 1 0.0 %
Total Non-Controlled Affiliate Junior Secured Loans 12,724 1 0.0 %
Equity Securities (s) (v)
Banking, Finance, Insurance & Real Estate
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity) (t) 10/9/2014 12/18/2024 0.0 %
0.0 %
Consumer Goods: Non-Durable
Incipio, LLC (1,774 shares of Series C common units) (t) 7/6/2018 0.0 %
0.0 %
Containers, Packaging & Glass
Summit Container Corporation (warrant to purchase up to 19.5% of the equity) (t) 1/6/2014 1/6/2024 0.0 %
0.0 %
Healthcare & Pharmaceuticals
SHI Holdings, Inc. (24 shares of common stock) (t) 12/14/2016 27 0.0 %
27 0.0 %
Retail
Luxury Optical Holdings Co. (86 shares of common stock) (t) 9/29/2017 0.0 %
0.0 %
Services: Business
Curion Holdings, LLC (58,779 shares of common stock) (t) 8/17/2018 0.0 %
0.0 %
Services: Consumer
New England College of Business and Finance, LLC (20.8% of units) (t) 6/21/2019 1,458 318 0.1 %
1,458 318 0.1 %
Total Non-Controlled Affiliate Equity Securities 1,485 318 0.1 %
Total Non-Controlled Affiliate Company Investments $ 72,274 $ 59,860 24.0 %
Controlled Affiliate Company Investments (ab)
Equity Securities
Investment Funds & Vehicles
MRCC Senior Loan Fund I, LLC (50.0% of the equity interests) (h) 10/31/2017 $ 42,150 $ 42,412 17.0 %
Total Controlled Affiliate Equity Securities 42,150 42,412 17.0 %
Total Controlled Affiliate Company Investments $ 42,150 $ 42,412 17.0 %
TOTAL INVESTMENTS $ 634,736 $ 616,231 247.1 %

F- 21

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS - (continued)

December31, 2019

(inthousands, except for shares and units)

DerivativeInstruments

Foreigncurrency forward contracts

Notional Amount Notional Amount Unrealized Gain
Description to be Purchased to be Sold Counterparty Settlement Date (Loss)
Foreign currency forward contract $ 133 £ 104 Bannockburn Global Forex, LLC 1/2/2020 $ (5 )
Foreign currency forward contract $ 296 £ 231 Bannockburn Global Forex, LLC 2/28/2020 (10 )
Foreign currency forward contract $ 35 £ 27 Bannockburn Global Forex, LLC 3/2/2020 (1 )
Foreign currency forward contract $ 132 £ 103 Bannockburn Global Forex, LLC 4/1/2020 (5 )
Foreign currency forward contract $ 130 £ 102 Bannockburn Global Forex, LLC 5/5/2020 (4 )
Foreign currency forward contract $ 295 £ 230 Bannockburn Global Forex, LLC 5/29/2020 (10 )
Foreign currency forward contract $ 34 £ 27 Bannockburn Global Forex, LLC 6/1/2020 (1 )
Foreign currency forward contract $ 296 £ 230 Bannockburn Global Forex, LLC 8/28/2020 (10 )
Foreign currency forward contract $ 35 £ 28 Bannockburn Global Forex, LLC 9/3/2020 (2 )
Foreign currency forward contract $ 294 £ 229 Bannockburn Global Forex, LLC 11/30/2020 (10 )
Foreign currency forward contract $ 34 £ 26 Bannockburn Global Forex, LLC 12/2/2020 (1 )
$ (59 )

(a) All of the Company’s investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of the Company’s investments are issued by U.S. portfolio companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) Except as otherwise noted, all of the Company’s portfolio company investments, which as of December 31, 2019 represented 247.1% of the Company’s net assets or 94.1% of the Company’s total assets, are subject to legal restrictions on sales.
(d) Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by the Company’s board of directors as required by the 1940 Act. (See Note 4 in the accompanying notes to the consolidated financial statements.)
(e) Percentages are based on net assets of $249,357 as of December 31, 2019.
(f) All or a portion of this commitment was unfunded at December 31, 2019. As such, interest is earned only on the funded portion of this commitment.
(g) This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
(h) This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2019, non-qualifying assets totaled 19.6% of the Company’s total assets.
(i) All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(j) This investment represents a note convertible to preferred shares of the borrower.
(k) This is an international company.
(l) This is a demand note with no stated maturity.
(m) This position was on non-accrual status as of December 31, 2019, meaning that the Company has ceased accruing interest income on the position. See Note 2 in the accompanying notes to the consolidated financial statements for additional information on the Company’s accounting policies.
(n) This loan is denominated in Great Britain pounds and is translated into U.S. dollars as of the valuation date.

F- 22

MONROECAPITAL CORPORATION

CONSOLIDATEDSCHEDULE OF INVESTMENTS - (continued)

December31, 2019

(inthousands, except for shares and units)

(o) The Company structures its unitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’s unitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limit the Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranche secured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.
(p) A portion of this loan (principal of $9,258) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(q) A portion of this loan (principal of $525) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(r) Represents less than 5% ownership of the portfolio company’s voting securities.
(s) Ownership of certain equity investments may occur through a holding company or partnership.
(t) Represents a non-income producing security.
(u) As of December 31, 2019, the Company was party to a subscription agreement with a commitment to fund an additional equity investment of $16.
(v) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns 5% or more of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).
(w) A portion of this loan (principal of $5,343) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(x) A portion of the PIK interest rate for Incipio Technologies, Inc. is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.22% per annum.
(y) A portion of this loan (principal of $48) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(z) A portion of this loan (principal of $1,015) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(aa) A portion of this loan (principal of $1,938) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(ab) As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company as it owns more than 25% of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.

n/a - not applicable

SeeNotes to Consolidated Financial Statements.

F- 23

MONROECAPITAL CORPORATION

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note1. Organization and Principal Business

MonroeCapital Corporation (together with its subsidiaries, the “Company”) is an externally managed, non-diversified, closed-endmanagement investment company and has elected to be regulated as a business development company (“BDC”) under theInvestment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to maximizethe total return to its stockholders in the form of current income and capital appreciation through investment in senior secured,junior secured and unitranche secured (a combination of senior secured and junior secured debt in the same facility in which theCompany syndicates a “first out” portion of the loan to an investor and retains a “last out” portion ofthe loan) debt and, to a lesser extent, unsecured subordinated debt and equity investments. The Company is managed by Monroe CapitalBDC Advisors, LLC (“MC Advisors”), a registered investment adviser under the Investment Advisers Act of 1940, as amended.In addition, for U.S. federal income tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”)under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

OnFebruary 28, 2014, the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP (“MRCC SBIC”),a Delaware limited partnership, received a license from the Small Business Administration (“SBA”) to operate as aSmall Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958, as amended.MRCC SBIC commenced operations on September 16, 2013. See Note 7 for additional information.

Note2. Summary of Significant Accounting Policies

Basisof Presentation

Theaccompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accountingprinciples in the United States of America (“GAAP”). The accompanying consolidated financial statements of the Companyand related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Articles 6 and10 of Regulation S-X. The Company has determined it meets the definition of an investment company and follows the accounting andreporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)Topic 946 - Financial Services - Investment Companies (“ASC Topic 946”). Certain priorperiod amounts have been reclassified to conform to the current period presentation.

Useof Estimates

Thepreparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the dateof the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actualresults could differ from those estimates.

Consolidation

As permitted under ASC Topic 946, theCompany will generally not consolidate its investment in a portfolio company other than an investment company subsidiary or acontrolled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidatedthe results of the Company’s wholly-owned subsidiaries, including MRCC SBIC and its wholly-owned general partner MCC SBICGP, LLC, and the Company’s wholly-owned taxable subsidiaries (the “Taxable Subsidies”) in its consolidated financialstatements. The purpose of the Taxable Subsidiaries is to permit the Company to hold equity investments in portfolio companiesthat are taxed as partnerships for U.S. federal income tax purposes while complying with the “source of income” requirementscontained in the RIC tax provisions. The Taxable Subsidiaries are not consolidated with the Company for U.S. federal corporateincome tax purposes, and each Taxable Subsidiary is subject to U.S. federal corporate income tax on its taxable income. All intercompanybalances and transactions have been eliminated. The Company does not consolidate its non-controlling interest in MRCC Senior LoanFund I, LLC (“SLF”). See further description of the Company’s investment in SLF in Note 3.

FairValue of Financial Instruments

TheCompany applies fair value to substantially all of its financial instruments in accordance with ASC Topic 820 — FairValue Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a frameworkused to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instrumentsinto a three-level hierarchy based on the transparency of valuation inputs. See Note 4 for further discussion regarding the fairvalue measurements and hierarchy.

F- 24

ASCTopic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. TheCompany believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximatethe fair value of such items due to the short maturity of such instruments.

RevenueRecognition

TheCompany’s revenue recognition policies are as follows:

Investmentsand related investment income: Interest and dividend income is recorded on the accrual basis to the extent that the Companyexpects to collect such amounts. Interest income is accrued based upon the outstanding principal amount and contractual termsof debt and preferred equity investments. Interest is accrued on a daily basis. The Company records fees on loans based on thedetermination of whether the fee is considered a yield enhancement or payment for a service. If the fee is considered a yieldenhancement associated with a funding of cash on a loan, the fee is generally deferred and recognized into interest income usingthe effective interest method if captured in the cost basis or using the straight-line method if the loan is unfunded and thereforethere is no cost basis. If the fee is not considered a yield enhancement because a service was provided, and the fee is paymentfor that service, the fee is deemed earned and recognized as fee income in the period the service has been completed.

Dividendincome on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payableby the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the recorddate for private portfolio companies. Each distribution received from limited liability company (“LLC”) and limitedpartnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend incomeor a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividendincome unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the applicable distribution.Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. Forthe years ended December 31, 2020, 2019 and 2018, the Company received return of capital distributions from its equity investmentsand its investment in LLC equity interest in SLF of zero, $69 and $11,167, respectively.

TheCompany has certain investments in its portfolio that contain a payment-in-kind (“PIK”) provision, which representscontractual interest or dividends that are added to the principal balance and recorded as income. The Company stops accruing PIKinterest or PIK dividends when it is determined that PIK interest or PIK dividends are no longer collectible. To maintain RICtax treatment, and to avoid incurring corporate U.S. federal income tax, substantially all of this income must be paid out tostockholders in the form of distributions, even though the Company has not yet collected the cash.

Loanorigination fees, original issue discount and market discount or premiums are capitalized, and the Company then amortizes suchamounts using the effective interest method as interest income over the life of the investment. Unamortized discounts and loanorigination fees totaled $4,844 and $6,279 as of December 31, 2020 and 2019, respectively. Upfront loan origination and closingfees received for the years ended December 31, 2020, 2019 and 2018 totaled $1,909, $3,250 and $3,378, respectively. Upon the prepaymentof a loan or debt security, any unamortized premium or discount or loan origination fees are recorded as interest income.

Thecomponents of the Company’s investment income were as follows:

For the years ended December 31,
2020 2019 2018
Interest income $ 42,640 $ 54,254 $ 48,195
PIK interest income 8,776 5,538 2,247
Dividend income (1) 4,557 4,110 2,567
Fee income 3,222 1,926 2,024
Prepayment gain (loss) 1,133 883 1,088
Accretion of discounts and amortization of premium 1,253 1,482 2,263
Total investment income $ 61,581 $ 68,193 $ 58,384

(1) During the years ended December 31, 2020, 2019 and 2018, includes PIK dividends of $157, $54 and $819, respectively.

Investmenttransactions are recorded on a trade-date basis. Realized gains or losses on portfolio investments are calculated based upon thedifference between the net proceeds from the disposition and the amortized cost basis of the investment, without regard to unrealizedgains or losses previously recognized. Realized gains and losses are recorded within net realized gain (loss) on investments onthe consolidated statements of operations. Changes in the fair value of investments from the prior period, as determined by theCompany’s board of directors (the “Board”) through the application of the Company’s valuation policy,are included within net change in unrealized gain (loss) on investments on the consolidated statements of operations.

Non-accrual: Loans or preferred equity securities are placed on non-accrual status when principal, interest or dividend payments becomematerially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Additionally,any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed onnon-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal dependingupon management’s judgment. Non-accrual loans are restored to accrual status when past due principal, interest, or dividendsare paid, and, in management’s judgment are likely to remain current. The fair value of the Company’s investmentson non-accrual status totaled $22,273 and $34,052 at December 31, 2020 and 2019, respectively.

F- 25

Distributions

Distributionsto common stockholders are recorded on the applicable record date. The amount, if any, to be distributed to common stockholdersis determined by the Board each quarter and is generally based upon the Company’s earnings estimated by management. Netrealized capital gains, if any, are generally distributed at least annually.

Thedetermination of the tax attributes for the Company’s distributions is made annually, based upon its taxable income forthe full year and distributions paid for the full year. Ordinary dividend distributions from a RIC do not qualify for the preferentialtax rate on qualified dividend income from domestic corporations and qualified foreign corporations, except to the extent thatthe RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations.The tax attributes for distributions will generally include both ordinary income and capital gains, but may also include qualifieddividends or return of capital.

InOctober 2012, the Company adopted a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividendson behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. When the Company declares a cashdividend, the Company’s stockholders who have not “opted out” of the DRIP at least three days prior to the dividendpayment date will have their cash dividend automatically reinvested into additional shares of the Company’s common stock.The Company has the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock orthrough open market purchases of common stock by the DRIP plan administrator. Newly issued shares are valued based upon the finalclosing price of the Company’s common stock on a date determined by the Board. Shares purchased in the open market to satisfythe DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator,before any associated brokerage or other costs. See Note 10 for additional information on the Company’s distributions.

Segments

Inaccordance with ASC Topic 280 — Segment Reporting , the Company has determined that it has a single reportingsegment and operating unit structure.

Cash

TheCompany deposits its cash in a financial institution and, at times, such balances may be in excess of the Federal Deposit InsuranceCorporation insurance limits.

RestrictedCash

Restrictedcash includes amounts held within MRCC SBIC. Cash held within an SBIC is generally restricted to the originations of new loansfrom the SBIC and the payment of SBA debentures and related interest expense.

UnamortizedDeferred Financing Costs

Deferredfinancing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings.As of December 31, 2020 and 2019, the Company had unamortized deferred financing costs of $7,052 and $8,053, respectively, presentedas a direct reduction of the carrying amount of debt on the consolidated statements of assets and liabilities. These amounts areamortized and included in interest and other debt financing expenses on the consolidated statements of operations over the estimatedaverage life of the borrowings. Amortization of deferred financing costs for the years ended December 31, 2020, 2019 and 2018was $2,181, $1,869 and $1,410, respectively.

OfferingCosts

Offeringcosts include, among other things, fees paid in relation to legal, accounting, regulatory and printing work completed in preparationof debt and equity offerings. Offering costs from equity offerings are charged against the proceeds from the offering within theconsolidated statements of changes in net assets. Offering costs from debt offerings are reclassified to unamortized deferredfinancing costs on the consolidated statements of assets and liabilities as noted above. As of December 31, 2020 and 2019, otherassets on the consolidated statements of assets and liabilities included $562 and $378, respectively, of deferred offering costswhich will be charged against the proceeds from future debt or equity offerings when completed.

InvestmentsDenominated in Foreign Currency

Asof both December 31, 2020 and 2019, the Company held investments in two portfolio companies that were denominated in Great Britainpounds.

Ateach balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars usingthe spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, andany income from such investments, are translated into U.S. dollars using the rates of exchange prevailing on the respective datesof such transactions.

F- 26

Althoughthe fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into U.S. dollarsusing the applicable foreign exchange rates described above, the Company does not isolate the portion of the change in fair valueresulting from foreign currency exchange rates fluctuations from the change in fair value of the underlying investment. All fluctuationsin fair value are included in net change in unrealized gain (loss) on investments on the Company’s consolidated statementsof operations.

Investmentsdenominated in foreign currencies and foreign currency transactions may involve certain consideration and risks not typicallyassociated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to theU.S. dollar.

DerivativeInstruments

TheCompany may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchangerate fluctuations. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currencyfor another, at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market based on thedifference between the forward rate and the exchange rate at the current period end. Unrealized gain (loss) on foreign currencyforward contracts are recorded on the Company’s consolidated statements of assets and liabilities by counterparty on a netbasis.

TheCompany does not utilize hedge accounting and as such values its foreign currency forward contracts at fair value with the changein unrealized gain or loss recorded in net change in unrealized gain (loss) on foreign currency forward contracts and the realizedgain or loss recorded in net realized gain (loss) on foreign currency forward contracts on the Company’s consolidated statementsof operations.

IncomeTaxes

TheCompany has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the taxtreatment available to RICs. To maintain qualification as a RIC, the Company must, among other things, meet certain source-of-incomeand asset diversification requirements and distribute to stockholders, for each taxable year, at least 90% of the Company’s “investment company taxable income,” which is generally the Company’s net ordinary income plus the excess, ifany, of realized net short-term capital gains over realized net long-term capital losses. If the Company qualifies as a RIC andsatisfies the annual distribution requirement, the Company will not have to pay corporate-level federal income taxes on any incomethat the Company distributes to its stockholders. The Company intends to make distributions in an amount sufficient to maintainRIC status each year and to avoid any federal income taxes on income. The Company is also subject to nondeductible federal excisetaxes if the Company does not distribute at least 98% of net ordinary income, 98.2% of any capital gain net income, if any, andany recognized and undistributed income from prior years for which it paid no federal income taxes. To the extent that the Companydetermines that its estimated current year annual taxable income may exceed estimated current year dividend distributions, theCompany accrues excise tax, calculated as 4% of the estimated excess taxable income, if any, as taxable income is earned. Forthe years ended December 31, 2020, 2019 and 2018, the Company recorded a net expense on the consolidated statements of operationsof $368, $10, and $11, respectively, for U.S. federal excise tax. As of December 31, 2020 and 2019, payables for excise taxesof $306 and $23, respectively, were included in accounts payable and accrued expenses on the consolidated statements of assetsand liabilities.

The Company’s consolidated Taxable Subsidiaries may be subject to U.S. federal and state corporate-level income taxes.For the years ended December 31, 2020, 2019 and 2018, the Company recorded a net tax expense on the consolidated statementsof operations of $2, $7 and zero, respectively, for these Taxable Subsidiaries. As of December 31, 2020 and 2019, payablesfor corporate-level income taxes of zero and $7, respectively, which were included in accounts payable and accrued expenseson the consolidated statements of assets and liabilities.

TheCompany accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”).ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in theconsolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing theCompany’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by theapplicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded asa tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertaintax benefits in income tax expense. The Company did not take any material uncertain income tax positions through December 31,2020. The 2017 through 2020 tax years remain subject to examination by U.S. federal and state tax authorities.

SubsequentEvents

TheCompany has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidatedfinancial statements were issued. There have been no subsequent events that occurred during such period that would require disclosurein this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the year endedDecember 31, 2020, except as disclosed in Note 14.

RecentAccounting Pronouncements

InAugust 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the DisclosureRequirements for Fair Value Measurement (“ASU 2018-13”). The primary objective of ASU 2018-13 is to improve theeffectiveness of the disclosure requirements for fair value measurements in the notes to the financial statements. ASU 2018-13is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted.The Company has adopted ASU 2018-13 and the adoption did not have a significant impact on the Company’s consolidated financialstatements and disclosures.

F- 27

InMarch 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affectedby reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022.Management is currently evaluating the impact of the optional guidance on the Company’s consolidated financial statementsand disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the year endedDecember 31, 2020.

In March 2020, the SEC adopted a final rule under SEC Release No. 34-88365 (the “Final Rule”), amending the acceleratedfiler and large accelerated filer definitions in Exchange Act Rule 12b-2. The amendments include a provision under whicha BDC will be excluded from the “accelerated filer” and “large accelerated filer” definitions if theBDC has (1) less than $700,000 in public float, and (2) annual investment income of less than $100,000. In addition,BDCs are subject to the same transition provisions for accelerated filer and large accelerated filer status as other issuers,but instead substituting investment income for revenue. The amendments will reduce the number of issuers required to complywith the auditor attestation on the internal control over financial reporting requirement provided underSection 404(b) of the Sarbanes-Oxley Act of 2002. The Final Rule applies to annual report filings due on or afterApril 27, 2020. The Company has assessed this Final Rule, and the Company is no longer categorized as an acceleratedfiler.

Note3. Investments

Thefollowing tables show the composition of the Company’s investment portfolio, at amortized cost and fair value (with correspondingpercentage of total portfolio investments):

December 31, 2020 December 31, 2019
Amortized Cost:
Senior secured loans $ 427,173 71.7 % $ 485,871 76.6 %
Unitranche secured loans 77,465 13.0 78,312 12.3
Junior secured loans 14,763 2.4 13,923 2.2
LLC equity interest in SLF 42,150 7.1 42,150 6.6
Equity securities 34,552 5.8 14,480 2.3
Total $ 596,103 100.0 % $ 634,736 100.0 %

December 31, 2020 December 31, 2019
Fair Value:
Senior secured loans $ 405,224 74.1 % $ 475,157 77.1 %
Unitranche secured loans 64,040 11.7 76,247 12.4
Junior secured loans 14,592 2.6 13,676 2.2
LLC equity interest in SLF 39,284 7.2 42,412 6.9
Equity securities 23,899 4.4 8,739 1.4
Total $ 547,039 100.0 % $ 616,231 100.0 %

Thefollowing tables show the composition of the Company’s investment portfolio by geographic region, at amortized cost andfair value (with corresponding percentage of total portfolio investments). The geographic composition is determined by the locationof the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’sbusiness:

December 31, 2020 December 31, 2019
Amortized Cost:
International $ 19,276 3.2 % $ 21,474 3.4 %
Midwest 149,468 25.1 135,258 21.3
Northeast 139,553 23.4 160,184 25.3
Southeast 142,721 24.0 150,486 23.7
Southwest 23,857 4.0 57,971 9.1
West 121,228 20.3 109,363 17.2
Total $ 596,103 100.0 % $ 634,736 100.0 %

December 31, 2020 December 31, 2019
Fair Value:
International $ 20,008 3.7 % $ 21,760 3.5 %
Midwest 144,261 26.4 127,532 20.7
Northeast 123,349 22.5 147,673 24.0
Southeast 138,406 25.3 147,634 23.9
Southwest 25,557 4.7 68,205 11.1
West 95,458 17.4 103,427 16.8
Total $ 547,039 100.0 % $ 616,231 100.0 %

F- 28

Thefollowing tables show the composition of the Company’s investment portfolio by industry, at amortized cost and fair value(with corresponding percentage of total portfolio investments):

December 31, 2020 December 31, 2019
Amortized Cost:
Automotive $ 9,495 1.6 % $ 7,773 1.2 %
Banking, Finance, Insurance & Real Estate 70,779 11.9 81,183 12.8
Beverage, Food & Tobacco 26,308 4.4 16,657 2.6
Capital Equipment 13,603 2.3
Chemicals, Plastics & Rubber 28,723 4.8 29,683 4.7
Construction & Building 16,651 2.8 30,695 4.8
Consumer Goods: Durable 24,410 4.1 22,148 3.5
Consumer Goods: Non-Durable 26,030 4.3 22,639 3.6
Containers, Packaging & Glass 4,926 0.8 8,744 1.4
Energy: Oil & Gas 4,296 0.7
Environmental Industries 12,996 2.2 12,182 1.9
Healthcare & Pharmaceuticals 42,857 7.2 54,024 8.5
High Tech Industries 81,845 13.7 91,409 14.4
Hotels, Gaming & Leisure 1,771 0.3
Investment Funds & Vehicles 42,150 7.1 42,150 6.6
Media: Advertising, Printing & Publishing 30,764 5.1 25,741 4.1
Media: Broadcasting & Subscription 2,190 0.4 1,475 0.2
Media: Diversified & Production 6,707 1.1 10,523 1.7
Retail 32,017 5.4 30,621 4.8
Services: Business 79,768 13.4 109,208 17.2
Services: Consumer 29,697 5.0 25,552 4.0
Telecommunications 1,100 0.2
Wholesale 11,316 1.9 8,033 1.3
Total $ 596,103 100.0 % $ 634,736 100.0 %

December 31, 2020 December 31, 2019
Fair Value:
Automotive $ 9,637 1.8 % $ 7,787 1.3 %
Banking, Finance, Insurance & Real Estate 72,627 13.3 76,351 12.4
Beverage, Food & Tobacco 20,676 3.8 15,634 2.5
Capital Equipment 13,750 2.5
Chemicals, Plastics & Rubber 27,754 5.1 29,509 4.8
Construction & Building 16,809 3.0 30,887 5.0
Consumer Goods: Durable 18,893 3.4 21,237 3.4
Consumer Goods: Non-Durable 13,027 2.4 20,365 3.3
Containers, Packaging & Glass 4,997 0.9 8,377 1.4
Energy: Oil & Gas 4,306 0.7
Environmental Industries 13,168 2.4 12,001 1.9
Healthcare & Pharmaceuticals 37,815 6.9 62,727 10.2
High Tech Industries 81,417 14.9 90,385 14.7
Hotels, Gaming & Leisure 1,771 0.3
Investment Funds & Vehicles 39,284 7.2 42,412 6.9
Media: Advertising, Printing & Publishing 31,553 5.8 26,333 4.3
Media: Broadcasting & Subscription 2,227 0.4 1,491 0.2
Media: Diversified & Production 6,811 1.2 10,652 1.7
Retail 18,443 3.4 16,998 2.8
Services: Business 78,584 14.4 108,704 17.6
Services: Consumer 25,306 4.6 22,051 3.6
Telecommunications 1,100 0.2
Wholesale 11,390 2.1 8,024 1.3
Total $ 547,039 100.0 % $ 616,231 100.0 %

MRCCSenior Loan Fund I, LLC

TheCompany co-invests with Life Insurance Company of the Southwest (“LSW”) in senior secured loans through SLF, an unconsolidatedDelaware LLC. SLF is capitalized as underlying investment transactions are completed, taking into account available debt and equitycommitments available for funding these investments. All portfolio and investment decisions in respect to SLF must be approvedby the SLF investment committee, consisting of one representative from the Company and one representative from LSW. SLF may ceasemaking new investments upon notification of either member but operations will continue until all investments have been sold orpaid-off in the normal course of business. Investments held by SLF are measured at fair value using the same valuation methodologiesas described in Note 4. The Company’s investment is illiquid in nature as SLF does not allow for withdrawal from the LLCor the sale of a member’s interest unless approved by the board members of SLF. The full withdrawal of a member would resultin an orderly wind-down of SLF.

F- 29

SLF’sprofits and losses are allocated to the Company and LSW in accordance with their respective ownership interests. As of both December31, 2020 and 2019, the Company and LSW each owned 50.0% of the LLC equity interests of SLF. As of both December 31, 2020 and 2019,SLF had $100,000 in equity commitments from its members (in the aggregate), of which $84,300 was funded.

Asof both December 31, 2020 and 2019, the Company had committed to fund $50,000 of LLC equity interest subscriptions to SLF. Asof both December 31, 2020 and 2019, $42,150 of the Company’s LLC equity interest subscriptions to SLF had been called andcontributed, net of return of capital distributions subject to recall.

Forthe years ended December 31, 2020, 2019 and 2018, the Company received $4,400, $4,045 and $1,725 of dividend income from its LLCequity interest in SLF, respectively.

SLFhas a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Capital One, N.A., throughits wholly-owned subsidiary MRCC Senior Loan Fund I Financing SPV, LLC (“SLF SPV”), which as of December 31, 2020allowed SLF SPV to borrow up to $170,000 at any one time, subject to leverage and borrowing base restrictions. Borrowings underthe SLF Credit Facility bear interest at an annual rate of LIBOR (three-month) plus 2.25%. The maturity date on the SLF CreditFacility is March 22, 2023.

SLFdoes not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with MonroeCapital Management Advisors, LLC (“MC Management”), pursuant to which certain loan servicing and administrative functionsare delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurredby MC Management. For the years ended December 31, 2020, 2019, and 2018, SLF incurred $209, $201, and $72, of allocable expenses,respectively. There are no agreements or understandings by which the Company guarantees any SLF obligations.

Asof December 31, 2020 and 2019, SLF had total assets at fair value of $209,666 and $245,469, respectively. As of December 31, 2020,SLF had one portfolio company investment on non-accrual status with a fair value of $1,031. As of December 31, 2019, SLF had noportfolio company investments on non-accrual status. The portfolio companies in SLF are in industries and geographies similarto those in which the Company may invest directly. Additionally, as of December 31, 2020 and 2019, SLF had $839 and $4,861, respectively,in outstanding commitments to fund investments under undrawn revolvers and delayed draw commitments.

Belowis a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of December31, 2020 and 2019:

As of
December 31, 2020 December 31, 2019
Senior secured loans (1) 214,389 243,778
Weighted average current interest rate on senior secured loans (2) 5.8 % 7.0 %
Number of borrowers in SLF 57 64
Largest portfolio company investment (1) 6,790 6,860
Total of five largest portfolio company investments (1) 27,064 28,880

(1) Represents outstanding principal amount, excluding unfunded commitments.
(2) Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at outstanding principal amount.

F- 30

MRCCSENIOR LOAN FUND I, LLC

CONSOLIDATEDSCHEDULE OF INVESTMENTS

December31, 2020

Portfolio Company (a) Spread Above Index (b) Interest Rate (b) Maturity Principal Fair Value
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Aerospace & Defense
Bromford Industries Limited (c) L+5.25% 6.25 % 11/5/2025 2,772 $ 2,685
BromfordIndustries Limited (c) L+5.25% 6.25 % 11/5/2025 1,848 1,790
Trident Maritime SH, Inc. L+4.75% 5.75 % 6/4/2024 4,401 4,363
Trident Maritime SH, Inc. (Revolver) (d) L+4.75% 5.75 % 6/4/2024 340
9,361 8,838
Automotive
Truck-Lite Co., LLC L+6.25% 7.25 % 12/14/2026 1,726 1,716
Truck-Lite Co., LLC L+6.25% 7.25 % 12/14/2026 256 254
Wheel Pros, LLC L+5.25% 6.25 % 11/10/2027 3,000 2,961
4,982 4,931
Banking, Finance, Insurance & Real Estate
Avison Young (USA), Inc. (c) L+5.00% 5.25 % 1/30/2026 4,900 4,659
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.) L+5.25% 6.25 % 12/13/2024 4,653 4,585
Harbour Benefit Holdings, Inc. (fka Zenith Merger Sub, Inc.) (Delayed Draw) (d) L+5.25% 6.25 % 12/13/2024 264 102
Lightbox Intermediate, L.P. L+5.00% 5.15 % 5/11/2026 4,925 4,777
Minotaur Acquisition, Inc. L+5.00% 5.15 % 3/27/2026 2,947 2,900
17,689 17,023
Beverage, Food & Tobacco
CBC Restaurant Corp. n/a 5.00% PIK (e) 4/28/2022 1,117 1,031
SW Ingredients Holdings, LLC L+4.00% 5.00 % 7/3/2025 3,656 3,647
4,773 4,678
Capital Equipment
Analogic Corporation L+5.25% 6.25 % 6/24/2024 4,800 4,800
4,800 4,800
Chemicals, Plastics & Rubber
Polymer Solutions Group L+7.00% 8.00 % 6/30/2021 1,216 1,189
1,216 1,189
Construction & Building
ISC Purchaser, LLC L+4.00% 5.00 % 7/11/2025 4,937 4,896
The Cook & Boardman Group, LLC L+5.75% 6.75 % 10/20/2025 2,940 2,811
7,877 7,707
Consumer Goods: Durable
International Textile Group, Inc. L+5.00% 5.37 % 5/1/2024 1,758 1,597
1,758 1,597
Consumer Goods: Non-Durable
PH Beauty Holdings III, Inc. L+5.00% 5.23 % 9/26/2025 2,442 2,149
2,442 2,149
Containers, Packaging & Glass
Liqui-Box Holdings, Inc. L+4.50% 5.50 % 2/26/2027 4,312 3,848
Polychem Acquisition, LLC L+5.00% 5.15 % 3/17/2025 2,948 2,948
Port Townsend Holdings Company, Inc. L+6.75% 5.75% Cash/ 2.00% PIK 4/3/2024 4,683 4,263
PVHC Holding Corp. L+4.75% 5.75 % 8/5/2024 3,250 2,844
15,193 13,903
Energy: Oil & Gas
Drilling Info Holdings, Inc. L+4.25% 4.40 % 7/30/2025 4,563 4,429
Offen, Inc. L+5.00% 5.15 % 6/22/2026 2,412 2,343
Offen, Inc. L+5.00% 5.15 % 6/22/2026 885 860
7,860 7,632
Healthcare & Pharmaceuticals
LSCS Holdings, Inc. L+4.25% 4.51 % 3/17/2025 2,299 2,253
LSCS Holdings, Inc. L+4.25% 4.51 % 3/17/2025 593 582
Radiology Partners, Inc. L+4.25% 4.40 % 7/9/2025 4,760 4,692
7,652 7,527
High Tech Industries
AQA Acquisition Holding, Inc. L+4.25% 5.25 % 5/24/2023 3,257 3,257
Corel, Inc. (c) L+5.00% 5.23 % 7/2/2026 3,900 3,844
LW Buyer, LLC L+5.00% 5.15 % 12/30/2024 4,925 4,900
TGG TS Acquisition Company L+6.50% 6.65 % 12/12/2025 3,753 3,720
15,835 15,721
Hotels, Gaming & Leisure
Excel Fitness Holdings, Inc. L+5.25% 6.25 % 10/7/2025 4,207 3,878
North Haven Spartan US Holdco, LLC L+5.00% 6.00 % 6/6/2025 2,321 1,979
Tait, LLC L+5.00% 5.23 % 3/28/2025 4,167 3,669
Tait, LLC (Revolver) P+4.00% 7.25 % 3/28/2025 769 711
11,464 10,237
Media: Advertising, Printing & Publishing
Cadent, LLC L+5.50% 6.50 % 9/11/2023 4,728 4,622
Cadent, LLC (Revolver) (d) L+5.50% 6.50 % 9/11/2023 167
Digital Room Holdings, Inc. L+5.00% 5.27 % 5/21/2026 4,362 4,133
Monotype Imaging Holdings, Inc. L+5.50% 6.50 % 10/9/2026 4,906 4,653
14,163 13,408
Media: Diversified & Production
Research Now Group, Inc. and Survey Sampling International, LLC L+5.50% 6.50 % 12/20/2024 6,790 6,708
Stats Intermediate Holding, LLC L+5.25% 5.47 % 7/10/2026 4,950 4,909
The Octave Music Group, Inc. L+6.00% 6.25% Cash/ 0.75% PIK 5/29/2025 4,871 4,335
16,611 15,952
Services: Business
AQ Carver Buyer, Inc. L+5.00% 6.00 % 9/23/2025 4,937 4,888
CHA Holdings, Inc. L+4.50% 5.50 % 4/10/2025 2,002 1,872
CHA Holdings, Inc. L+4.50% 5.50 % 4/10/2025 422 395
Eliassen Group, LLC L+4.25% 4.40 % 11/5/2024 3,017 2,922
Engage2Excel, Inc. L+8.00% 7.00% Cash/ 2.00% PIK 3/7/2023 4,299 4,178
Engage2Excel, Inc. L+8.00% 7.00% Cash/ 2.00% PIK 3/7/2023 776 754
Engage2Excel, Inc. (Revolver) (d) L+8.00% 7.00% Cash/ 2.00% PIK 3/7/2023 548 364
GI Revelation Acquisition, LLC L+5.00% 5.15 % 4/16/2025 1,365 1,344
Legility, LLC L+6.00% 7.00 % 12/17/2025 4,906 4,735
Orbit Purchaser, LLC L+4.50% 5.50 % 10/21/2024 2,456 2,407
Orbit Purchaser, LLC L+4.50% 5.50 % 10/21/2024 1,897 1,859
Orbit Purchaser, LLC L+4.50% 5.50 % 10/21/2024 555 544
Output Services Group, Inc. L+4.50% 5.50 % 3/27/2024 4,865 3,648
SIRVA Worldwide, Inc. L+5.50% 5.65 % 8/4/2025 1,900 1,741
Teneo Holdings, LLC L+5.25% 6.25 % 7/11/2025 4,938 4,903
The Kleinfelder Group, Inc. L+5.25% 6.25 % 11/29/2024 2,450 2,450
41,333 39,004
Services: Consumer
Cambium Learning Group, Inc. L+4.50% 4.75 % 12/18/2025 4,900 4,883
LegalZoom.com, Inc. L+4.50% 4.65 % 11/21/2024 2,694 2,706
7,594 7,589
Telecommunications
Intermedia Holdings, Inc. L+6.00% 7.00 % 7/21/2025 1,797 1,795
Mavenir Systems, Inc. L+6.00% 7.00 % 5/8/2025 3,900 3,893
5,697 5,688
Transportation: Cargo
GlobalTranz Enterprises, LLC L+5.00% 5.15 % 5/15/2026 3,262 3,050
3,262 3,050
Utilities: Oil & Gas
NGS US Finco, LLC L+4.25% 5.25 % 10/1/2025 1,712 1,640
NGS US Finco, LLC L+5.25% 6.25 % 10/1/2025 250 246
1,962 1,886
Wholesale
BMC Acquisition, Inc. L+5.25% 6.25 % 12/30/2024 4,850 4,802
HALO Buyer, Inc. L+4.50% 5.50 % 6/30/2025 4,875 4,533
PT Intermediate Holdings III, LLC L+5.50% 6.50 % 10/15/2025 1,980 1,851
11,705 11,186
TOTAL INVESTMENTS $ 205,695

(a) All investments are U.S. companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2020. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) This is an international company.
(d) All or a portion of this commitment was unfunded as of December 31, 2020. As such, interest is earned only on the funded portion of this commitment. Principal reflects the commitment outstanding.
(e) This position was on non-accrual status as of December 31, 2020, meaning that the Company has ceased accruing interest income on the position.

F- 31

MRCCSENIOR LOAN FUND I, LLC

CONSOLIDATEDSCHEDULE OF INVESTMENTS

December31, 2019

Portfolio Company (a) Spread Above
Index (b)
Interest
Rate (b)
Maturity Principal Fair
Value
Non-Controlled/Non-Affiliate Company Investments
Senior Secured Loans
Aerospace & Defense
Bromford Industries Limited (e) L+5.25% 7.14 % 11/5/2025 2,800 $ 2,772
Bromford Industries Limited (e) L+5.25% 7.14 % 11/5/2025 1,867 1,848
IMIA Holdings, Inc. L+4.50% 6.44 % 10/28/2024 4,277 4,277
IMIA Holdings, Inc. (Revolver) (c) L+4.50% 6.44 % 10/28/2024 680
MAG Aerospace Industries, Inc. L+4.75% 6.55 % 6/6/2025 3,251 3,234
Novaria Holdings, LLC L+4.75% 6.55 % 12/19/2024 4,290 4,288
Trident Maritime SH, Inc. L+5.50% 7.30 % 6/4/2024 4,435 4,404
Trident Maritime SH, Inc. (Revolver) (c) L+5.50% 7.30 % 6/4/2024 340
21,940 20,823
Automotive
Innovative Aftermarkets Systems L+5.50% 7.30 % 1/25/2021 1,893 1,891
Wheel Pros, LLC L+4.75% 6.55 % 4/4/2025 4,933 4,875
6,826 6,766
Banking, Finance, Insurance & Real Estate
Avison Young (USA), Inc. (e) L+5.00% 6.94 % 1/30/2026 4,950 4,874
Lightbox Intermediate, L.P. L+5.00% 6.74 % 5/11/2026 4,975 4,913
Minotaur Acquisition, Inc. L+5.00% 6.80 % 3/27/2026 2,978 2,940
Nuvei Technologies Corp. (e) L+5.00% 6.80 % 9/26/2025 4,657 4,692
Zenith Merger Sub, Inc. L+5.25% 7.19 % 12/13/2024 4,700 4,700
Zenith Merger Sub, Inc. (Delayed Draw) (c) L+5.25% 7.19 % 12/13/2024 265 66
22,525 22,185
Beverage, Food & Tobacco
CBC Restaurant Corp. L+6.50% 8.30 % 11/10/2022 2,537 2,502
SW Ingredients Holdings, LLC L+4.00% 6.21 % 7/3/2025 3,694 3,688
US Salt, LLC L+4.75% 6.55 % 1/16/2026 2,729 2,743
8,960 8,933
Capital Equipment
Analogic Corporation L+6.00% 7.80 % 6/24/2024 4,874 4,854
4,874 4,854
Chemicals, Plastics & Rubber
Polymer Solutions Group L+6.75% 8.45 % 6/30/2021 1,271 1,271
1,271 1,271
Construction & Building
ISC Purchaser, LLC L+5.00% 6.94 % 7/11/2025 4,988 4,988
The Cook & Boardman Group, LLC L+5.75% 7.67 % 10/20/2025 2,970 2,866
7,958 7,854
Consumer Goods: Durable
International Textile Group, Inc. L+5.00% 6.69 % 5/1/2024 1,805 1,498
1,805 1,498
Consumer Goods: Non-Durable
PH Beauty Holdings III, Inc. L+5.00% 6.80 % 9/26/2025 2,468 2,356
2,468 2,356
Containers, Packaging & Glass
Liqui-Box Holdings, Inc. (d) L+4.50% 6.30 % 6/3/2026 4,333 4,241
Polychem Acquisition, LLC L+5.00% 6.95 % 3/17/2025 2,978 2,978
Port Townsend Holdings Company, Inc. L+4.75% 6.55 % 4/3/2024 4,838 4,777
PVHC Holding Corp. L+4.75% 6.69 % 8/5/2024 3,283 2,947
PVHC Holding Corp. (Delayed Draw) (c) L+4.75% 6.69 % 8/5/2024 425
15,857 14,943
Energy: Oil & Gas
Drilling Info Holdings, Inc. L+4.25% 6.05 % 7/30/2025 4,609 4,586
Offen, Inc. L+5.00% 6.94 % 6/22/2026 2,436 2,436
Offen, Inc. (Delayed Draw) (c) L+5.00% 6.94 % 6/22/2026 885
7,930 7,022
Healthcare & Pharmaceuticals
LSCS Holdings, Inc. L+4.25% 6.19 % 3/17/2025 2,322 2,299
LSCS Holdings, Inc. L+4.25% 6.19 % 3/17/2025 599 593
P&L Developments, LLC L+7.50% 9.50 % 6/28/2024 2,993 2,978
Radiology Partners, Inc. L+4.75% 6.62 % 7/9/2025 4,938 4,970
Solara Medical Supplies, LLC L+6.00% 7.94 % 2/27/2024 5,515 5,515
Solara Medical Supplies, LLC L+6.00% 7.94 % 2/27/2024 1,068 1,068
Solara Medical Supplies, LLC (Revolver) (c) L+6.00% 7.94 % 2/27/2024 714
18,149 17,423
High Tech Industries
AQA Acquisition Holding, Inc. L+4.25% 6.19 % 5/24/2023 3,291 3,275
Corel, Inc. (e) L+5.00% 6.91 % 7/2/2026 4,000 3,875
Gigamon, Inc. L+4.25% 6.04 % 12/27/2024 2,940 2,914
LW Buyer, LLC L+5.00% 6.80 % 12/30/2024 4,975 4,938
Perforce Software, Inc. L+4.50% 6.30 % 7/1/2026 3,325 3,331
TGG TS Acquisition Company L+6.50% 8.24 % 12/12/2025 4,058 4,037
22,589 22,370
Hotels, Gaming & Leisure
Excel Fitness Holdings, Inc. L+5.25% 7.05 % 10/7/2025 4,250 4,255
North Haven Spartan US Holdco, LLC L+5.00% 6.89 % 6/6/2025 2,344 2,343
Tait, LLC L+4.50% 6.61 % 3/28/2025 4,210 4,210
Tait, LLC (Revolver) (c) L+4.50% 6.61 % 3/28/2025 769
11,573 10,808
Media: Advertising, Printing & Publishing
Cadent, LLC L+5.25% 7.05 % 9/11/2023 4,938 4,925
Cadent, LLC (Revolver) (c) L+5.25% 7.05 % 9/11/2023 167
Digital Room Holdings, Inc. L+5.00% 6.80 % 5/21/2026 4,406 4,186
Monotype Imaging Holdings Corp. (d) L+5.50% 7.30 % 10/9/2026 5,000 4,825
14,511 13,936
Media: Diversified & Production
Research Now Group, Inc. and Survey Sampling International, LLC L+5.50% 7.41 % 12/20/2024 6,860 6,869
Stats Intermediate Holding, LLC L+5.25% 7.30 % 7/10/2026 5,000 4,894
11,860 11,763
Services: Business
AQ Carver Buyer, Inc. (d) L+5.00% 6.80 % 9/24/2025 5,000 4,925
CHA Holdings, Inc. L+4.50% 6.44 % 4/10/2025 2,023 2,020
CHA Holdings, Inc. L+4.50% 6.44 % 4/10/2025 426 426
Eliassen Group, LLC L+4.50% 6.30 % 11/5/2024 3,032 3,022
Engage2Excel, Inc. L+6.50% 8.71 % 3/7/2023 4,298 4,181
Engage2Excel, Inc. L+6.50% 8.42 % 3/7/2023 775 754
Engage2Excel, Inc. (Delayed Draw) (c) L+6.50% 8.42 % 3/7/2023 500
Engage2Excel, Inc. (Revolver) (c) P+5.50% 10.25 % 3/7/2023 545 354
GI Revelation Acquisition, LLC L+5.00% 6.80 % 4/16/2025 1,379 1,305
Orbit Purchaser, LLC L+4.50% 6.45 % 10/21/2024 2,481 2,479
Orbit Purchaser, LLC L+4.50% 6.45 % 10/21/2024 1,916 1,914
Orbit Purchaser, LLC L+4.50% 6.45 % 10/21/2024 560 560
Output Services Group, Inc. L+4.50% 6.30 % 3/27/2024 4,916 4,166
SIRVA Worldwide, Inc. L+5.50% 7.30 % 8/4/2025 1,950 1,931
Teneo Holdings, LLC L+5.25% 6.99 % 7/11/2025 4,988 4,757
The Kleinfelder Group, Inc. L+4.75% 6.37 % 11/29/2024 2,475 2,474
37,264 35,268
Services: Consumer
Cambium Learning Group, Inc. L+4.50% 6.30 % 12/18/2025 4,950 4,801
LegalZoom.com, Inc. L+4.50% 6.30 % 11/21/2024 2,722 2,747
7,672 7,548
Telecommunications
Intermedia Holdings, Inc. L+6.00% 7.80 % 7/21/2025 1,815 1,820
Mavenir Systems, Inc. L+6.00% 7.91 % 5/8/2025 3,940 3,920
5,755 5,740
Transportation: Cargo
GlobalTranz Enterprises, LLC L+5.00% 6.79 % 5/15/2026 3,295 3,032
3,295 3,032
Utilities: Oil & Gas
NGS US Finco, LLC L+4.25% 6.05 % 10/1/2025 1,733 1,733
1,733 1,733
Wholesale
BMC Acquisition, Inc. L+5.25% 7.17 % 12/30/2024 4,900 4,888
Halo Buyer, Inc. L+4.50% 6.30 % 6/30/2025 4,925 4,827
PT Intermediate Holdings III, LLC L+5.50% 7.44 % 10/15/2025 2,000 1,995
11,825 11,710
TOTAL INVESTMENTS $ 239,836

(a) All investments are U.S. companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) All or a portion of this commitment was unfunded as of December 31, 2019. As such, interest is earned only on the funded portion of this commitment. Principal reflects the commitment outstanding.
(d) Investment position or portion thereof unsettled as of December 31, 2019.
(e) This is an international company.

F- 32

Belowis certain summarized financial information for SLF as of December 31, 2020 and 2019 and for the years ended December 31, 2020,2019 and 2018:

December 31, 2020 December 31, 2019
Assets
Investments, at fair value $ 205,695 $ 239,836
Cash 351 446
Restricted cash 2,948 4,226
Interest receivable 629 920
Other assets 43 41
Total assets 209,666 245,469
Liabilities
Revolving credit facility 131,497 147,232
Less: Unamortized deferred financing costs (969 ) (1,407 )
Total debt, less unamortized deferred financing costs 130,528 145,825
Payable for open trades 13,940
Interest payable 294 533
Accounts payable and accrued expenses 277 346
Total liabilities 131,099 160,644
Members’ capital 78,567 84,825
Total liabilities and members’ capital $ 209,666 $ 245,469

For the years ended December 31,
2020 2019 2018
Investment income:
Interest income $ 15,578 $ 16,294 $ 7,288
Total investment income 15,578 16,294 7,288
Expenses:
Interest and other debt financing expenses 5,227 7,056 2,849
Organizational costs 11
Professional fees 666 718 312
Total expenses 5,893 7,774 3,172
Net investment income (loss) 9,685 8,520 4,116
Net gain (loss):
Net realized gain (loss) (1,713 ) 7 7
Net change in unrealized gain (loss) (5,429 ) (781 ) (85 )
Net gain (loss) (7,142 ) (774 ) (78 )
Net increase (decrease) in members’ capital $ 2,543 $ 7,746 $ 4,038

Note4. Fair Value Measurements

Investments

TheCompany values all investments in accordance with ASC Topic 820. ASC Topic 820 requires enhanced disclosures about assets andliabilities that are measured and reported at fair value. As defined in ASC Topic 820, fair value is the price that would be receivedto sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Whereobservable prices or inputs are not available, valuation models are applied. These valuation models involve some level of managementestimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market andthe assets’ or liabilities’ complexity.

ASCTopic 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability ofinputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including thetype of investment and the characteristics specific to the investment. Investments with readily available active quoted pricesor for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observabilityand a lesser degree of judgment used in measuring fair value.

F- 33

Basedon the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair valuemeasurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determinefair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on inputs other than quoted prices in active markets, including quoted prices for similar assets or liabilities, which are either directly or indirectly observable.
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. This includes situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.

Incertain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,an asset’s or liability’s categorization within the fair value hierarchy is based on the lowest level of input thatis significant to the fair value measurement. The Company’s assessment of the significance of a particular input to thefair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. All investments,with the exception of investments measured at fair value using net asset value (“NAV”), as of December 31, 2020 and2019 were categorized as Level 3 investments.

Withrespect to investments for which market quotations are not readily available, the Company’s Board undertakes a multi-stepvaluation process each quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of MC Advisors responsible for the credit monitoring of the portfolio investment;
the Board engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of investments for which market quotations are not readily available. The Company will consult with independent valuation firm(s) relative to each portfolio company at least once in every calendar year, but the independent appraisals are generally received quarterly for each investment;
to the extent an independent valuation firm is not engaged to conduct an investment appraisal on an investment for which market quotations are not readily available, the investment will be valued by the MC Advisors investment professional responsible for the credit monitoring;
preliminary valuation conclusions are then documented and discussed with the investment committee of MC Advisors;
the audit committee of the Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and MC Advisors adjusts or further supplements the valuation recommendations to reflect any comments provided by the audit committee; and
the Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.

Theaccompanying consolidated schedules of investments held by the Company consist primarily of private debt instruments (“Level3 debt”). The Company generally uses the income approach to determine fair value for Level 3 debt where market quotationsare not readily available, as long as it is appropriate. If there is deterioration in credit quality or a debt investment is inworkout status, the Company may consider other factors in determining the fair value, including the value attributable to thedebt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis.This liquidation analysis may include probability weighting of alternative outcomes. The Company generally considers its Level3 debt to be performing if the borrower is not in default, the borrower is remitting payments in a timely manner; the loan isin covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the performing Level 3 debt,the Company considers fluctuations in current interest rates, the trends in yields of debt instruments with similar credit ratings,financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In theevent that a Level 3 debt instrument is not performing, as defined above, the Company will evaluate the value of the collateralutilizing the same framework described above for a performing loan to determine the value of the Level 3 debt instrument.

Underthe income approach, discounted cash flow models are utilized to determine the present value of the future cash flow streams ofits debt investments, based on future interest and principal payments as set forth in the associated loan agreements. In determiningfair value under the income approach, the Company also considers the following factors: applicable market yields and leveragelevels, credit quality, prepayment penalties, the nature and realizable value of any collateral, the portfolio company’sability to make payments, and changes in the interest rate environment and the credit markets that generally may affect the priceat which similar investments may be made.

Underthe market approach, the enterprise value methodology is typically utilized to determine the fair value of an investment. Thereis no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generallybest expressed as a range of values, from which the Company derives a single estimate of enterprise value. In estimating the enterprisevalue of a portfolio company, the Company analyzes various factors consistent with industry practice, including but not limitedto original transaction multiples, the portfolio company’s historical and projected financial results, applicable markettrading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral,the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public.Typically, the enterprise values of private companies are based on multiples of earnings before interest, income taxes, depreciationand amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value.

F- 34

Inaddition, for certain debt investments, the Company may base its valuation on indicative bid and ask prices provided by an independentthird-party pricing service. Bid prices reflect the highest price that the Company and others may be willing to pay. Ask pricesrepresent the lowest price that the Company and others may be willing to accept. The Company generally uses the midpoint of thebid/ask range as its best estimate of fair value of such investment.

Asof December 31, 2020, the Board determined, in good faith, the fair value of the Company’s portfolio investments in accordancewith GAAP and the Company’s valuation procedures based on the facts and circumstances known by the Company at that time,or reasonably expected to be known at that time. Due to the overall volatility that the COVID-19 pandemic has caused, any valuationsconducted in the future in conformity with GAAP could result in a lower fair value of the Company’s portfolio. The potentialimpact of COVID-19 on the Company’s results going forward will depend to a large extent on future developments or new informationthat may emerge regarding the full duration and severity of COVID-19, including the actions taken by governments and other entitiesto contain COVID-19 or treat its impact, all of which are beyond the Company’s control. Accordingly, the Company cannotpredict the extent to which its financial condition and results of operations will be affected at this time.

ForeignCurrency Forward Contracts

Thevaluation for the Company’s foreign currency forward contracts is based on the difference between the exchange rate associatedwith the forward contract and the exchange rate at the current period end. Foreign currency forward contracts are categorizedas Level 2 in the fair value hierarchy.

FairValue Disclosures

Thefollowing tables present fair value measurements of investments and foreign currency forward contracts, by major class accordingto the fair value hierarchy:

Fair Value Measurements
December 31, 2020 Level 1 Level 2 Level 3 Total
Investments:
Senior secured loans $ $ $ 405,224 $ 405,224
Unitranche secured loans 64,040 64,040
Junior secured loans 14,592 14,592
Equity securities 23,899 23,899
Investments measured at NAV (1) (2) 39,284
Total investments $ $ $ 507,755 $ 547,039
Foreign currency forward contracts asset (liability) $ $ (113 ) $ $ (113 )

Fair Value Measurements
December 31, 2019 Level 1 Level 2 Level 3 Total
Investments:
Senior secured loans $ $ $ 475,157 $ 475,157
Unitranche secured loans 76,247 76,247
Junior secured loans 13,676 13,676
Equity securities 8,739 8,739
Investments measured at NAV (1) (2) 42,412
Total investments $ $ $ 573,819 $ 616,231
Foreign currency forward contracts asset (liability) $ $ (59 ) $ $ (59 )

(1) Certain investments that are measured at fair value using the NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the consolidated statements of assets and liabilities.
(2) Represents the Company’s investment in LLC equity interests in SLF. The fair value of this investment has been determined using the NAV of the Company’s ownership interest in SLF’s members’ capital.

F- 35

Seniorsecured loans, unitranche secured loans and junior secured loans are collateralized by tangible and intangible assets of the borrowers.These investments include loans to entities that have some level of challenge in obtaining financing from other, more conventionalinstitutions, such as a bank. Interest rates on these loans are either fixed or floating, and are based on current market conditionsand credit ratings of the borrower. Excluding loans on non-accrual, the contractual interest rates on the loans ranged from 6.00%to 18.00% at December 31, 2020 and 7.30% to 16.30% at December 31, 2019. The maturity dates on the loans outstanding at December31, 2020 range between February 2021 and December 2026.

Thefollowing tables provide a reconciliation of the beginning and ending balances for investments at fair value that use Level 3inputs for the years ended December 31, 2020 and 2019:

Investments
Senior
secured loans
Unitranche
secured loans
Junior
secured loans
Equity
securities
Total
investments
Balance as of December 31, 2019 $ 475,157 $ 76,247 $ 13,676 $ 8,739 $ 573,819
Net realized gain (loss) on investments 2,341 89 121 2,551
Net change in unrealized gain (loss) on investments (17,782 ) (11,535 ) 953 933 (27,431 )
Purchases of investments and other adjustments to cost (1) 139,835 6,342 4,050 3,160 153,387
Proceeds from principal payments and sales of investments (2) (175,627 ) (14,312 ) (4,472 ) (160 ) (194,571 )
Reclassifications (3) (18,700 ) 7,209 385 11,106
Balance as of December 31, 2020 $ 405,224 $ 64,040 $ 14,592 $ 23,899 $ 507,755

Investments
Senior
secured loans
Unitranche
secured loans
Junior
secured loans
Equity
securities
Total
investments
Balance as of December 31, 2018 $ 439,068 $ 58,852 $ 21,154 $ 6,913 $ 525,987
Net realized gain (loss) on investments 46 188 (1,167 ) (933 )
Net change in unrealized gain (loss) on investments (6,272 ) (1,015 ) (934 ) 391 (7,830 )
Purchases of investments and other adjustments to cost (1) 218,836 2,613 13 1,213 222,675
Proceeds from principal payments and sales of investments (2) (153,399 ) (7,513 ) (5,099 ) (69 ) (166,080 )
Reclassifications (3) (23,122 ) 23,122 (1,458 ) 1,458
Balance as December 31, 2019 $ 475,157 $ 76,247 $ 13,676 $ 8,739 $ 573,819

(1) Includes purchases of new investments, effects of refinancing and restructurings, premium and discount accretion and amortization and PIK interest.
(2) Represents net proceeds from investments sold and principal paydowns received.
(3) Represents non-cash reclassification of investment type due to a restructuring.

Thetotal net change in unrealized gain (loss) on investments included on the consolidated statements of operations for the year endedDecember 31, 2020, attributable to Level 3 investments still held at December 31, 2020 was ($16,603). The total net change inunrealized gain (loss) on investments included on the consolidated statements of operations for the year ended December 31, 2019,attributable to Level 3 investments still held at December 31, 2019 was ($6,977). Reclassifications impacting Level 3 of the fairvalue hierarchy are reported as transfers in or out of Level 3 as of the beginning of the period in which the reclassificationsoccur. There were no transfers among Levels 1, 2 and 3 during the years ended December 31, 2020 and 2019.

SignificantUnobservable Inputs

ASCTopic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assetsand liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstanceswhere a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputsis not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in thatmanner. The tables below are not intended to be all-inclusive, but rather to provide information on significant unobservable inputsand valuation techniques used by the Company.

Thevaluation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and liabilitiesas of December 31, 2020 were as follows:

Unobservable Weighted
Average
Range
Fair Value Valuation Technique Input Mean Minimum Maximum
Assets:
Senior secured loans $ 271,926 Discounted cash flow EBITDA multiples 7.5 x 2.8 x 16.6 x
Market yields 9.5 % 6.2 % 18.8 %
Senior secured loans 74,479 Discounted cash flow Revenue multiples 4.8 x 0.5 x 10.5 x
Market yields 9.2 % 6.1 % 18.5 %
Senior secured loans 24,271 Enterprise value Book value multiples 2.0 x 2.0 x 2.0 x
Senior secured loans 15,515 Enterprise value Revenue multiples 2.0 x 0.7 x 2.4 x
Senior secured loans 7,525 Liquidation Probability weighting of alternative outcomes 63.2 % 1.1 % 100.0 %
Senior secured loans 6,944 Enterprise value EBITDA multiples 8.0 x 8.0 x 8.0 x
Unitranche loans 52,476 Discounted cash flow EBITDA multiples 9.7 x 8.0 x 12.5 x
Market yields 9.3 % 7.5 % 12.8 %
Unitranche loans 9,800 Discounted cash flow Revenue multiples 0.7 x 0.7 x 0.7 x
Market yields 10.7 % 10.5 % 11.0 %
Unitranche loans 1,764 Enterprise value Revenue multiples 0.7 x 0.7 x 0.7 x
Junior secured loans 3,886 Discounted cash flow Market yields 10.0 % 10.0 % 10.0 %
Junior secured loans 762 Liquidation Probability weighting of alternative outcomes 91.5 % 91.5 % 91.5 %
Equity securities 10,865 Enterprise value EBITDA multiples 7.6 x 2.8 x 15.3 x
Equity securities 6,771 Enterprise value Revenue multiples 1.3 x 0.5 x 11.0 x
Equity securities 5,117 Liquidation Probability weighting of alternative outcomes 54.6 % 54.6 % 54.6 %
Equity securities 87 Option pricing model Volatility 70.0 % 70.0 % 70.0 %
Total Level 3 Assets $ 492,188 (1)

(1) Excludes loans of $15,567 at fair value where valuation (unadjusted) is obtained from a third-party pricing service for which such disclosure is not required.

F- 36

Thevaluation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and liabilitiesas of December 31, 2019 were as follows:

Weighted Range
Fair Value Valuation Technique Unobservable
Input
Average
Mean
Minimum Maximum
Assets:
Senior secured loans $ 287,776 Discounted cash flow EBITDA multiples 7.0 x 4.0 x 14.0 x
Market yields 10.0 % 6.5 % 17.5 %
Senior secured loans 94,468 Discounted cash flow Revenue multiples 5.7 x 0.7 x 11.8 x
Market yields 8.2 % 6.5 % 15.8 %
Senior secured loans 31,720 Liquidation Probability weighting of alternative outcomes 147.4 % 9.8 % 175.5 %
Senior secured loans 17,616 Enterprise value Book value multiples 1.6 x 1.6 x 1.6 x
Senior secured loans 20,742 Enterprise value EBITDA multiples 6.6 x 4.8 x 8.5 x
Senior secured loans 9,164 Enterprise value Revenue multiples 0.4 x 0.2 x 0.7 x
Unitranche secured loans 49,943 Discounted cash flow EBITDA multiples 8.6 x 7.8 x 10.5 x
Market yields 9.0 % 7.4 % 10.8 %
Unitranche secured loans 13,961 Discounted cash flow Revenue multiples 2.3 x 0.6 x 3.6 x
Market yields 10.9 % 10.7 % 11.5 %
Unitranche secured loans 12,343 Enterprise value Revenue multiples 0.6 x 0.6 x 0.6 x
Junior secured loans 774 Liquidation Probability weighting of alternative outcomes 52.4 % 52.4 % 52.4 %
Equity securities 5,435 Liquidation Probability weighting of alternative outcomes 52.7 % 21.8 % 54.6 %
Equity securities 2,375 Enterprise value EBITDA multiples 6.7 x 4.0 x 10.5 x
Equity securities 877 Enterprise value Revenue multiples 4.4 x 1.5 x 11.8 x
Total Level 3 Assets $ 547,194 (1)

(1) Excludes loans of $26,625 at fair value where valuation (unadjusted) is obtained from a third-party pricing service for which such disclosure is not required.

Thesignificant unobservable input used in the income approach of fair value measurement of the Company’s investments is thediscount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which includeboth future principal and interest payments. Increases (decreases) in the discount rate would result in a decrease (increase)in the fair value estimate of the investment. Included in the consideration and selection of discount rates are the followingfactors: risk of default, rating of the investment and comparable investments, and call provisions.

Thesignificant unobservable inputs used in the market approach of fair value measurement of the Company’s investments are themarket multiples of EBITDA or revenue of the comparable guideline public companies. The Company selects a population of publiccompanies for each investment with similar operations and attributes of the portfolio company. Using these guideline public companies’data, a range of multiples of enterprise value to EBITDA or revenue is calculated. The Company selects percentages from the rangeof multiples for purposes of determining the portfolio company’s estimated enterprise value based on said multiple and generallythe latest twelve months EBITDA or revenue of the portfolio company (or other meaningful measure). Increases (decreases) in themultiple will result in an increase (decrease) in enterprise value, resulting in an increase (decrease) in the fair value estimateof the investment.

OtherFinancial Assets and Liabilities

ASCTopic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value.The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payablesapproximate the fair value of such items due to the short maturity of such instruments. Fair value of the Company’srevolving credit facility is estimated by discounting remaining payments using applicable market rates or market quotes forsimilar instruments at the measurement date, if applicable. As of both December 31, 2020 and 2019, the Company believes thatthe carrying value of its revolving credit facility approximates fair value. As of December 31, 2020, the senior unsecurednotes (“2023 Notes”) were trading on The Nasdaq Global Select Market for $25.20 per unit at par value. The parvalue at underwriting for the 2023 Notes was $25.00 per unit. Based on this Level 1 input, the fair value of the $109,000 inprincipal outstanding 2023 Notes was $109,872. As of December 31, 2019, the 2023 Notes were trading on The Nasdaq GlobalSelect Market for $25.70 per unit at par value. Based on this Level 1 input, the fair value of the $109,000 in principaloutstanding 2023 Notes was $112,052. SBA debentures are carried at cost and with their longer maturity dates, fair value isestimated by discounting remaining payments using current market rates for similar instruments and considering such factorsas the legal maturity date and the ability of market participants to prepay the debentures. As of both December 31, 2020 and2019, the Company believes that the carrying value of the SBA debentures approximates fair value.

Note5. Transactions with Affiliated Companies

Anaffiliated company is a company in which the Company has an ownership interest of 5% or more of its voting securities. A controlledaffiliate company is a company in which the Company has an ownership interest of more than 25% of its voting securities. Pleasesee the Company’s consolidated schedule of investments for the type of investment, principal amount, interest rate includingthe spread, and the maturity date. Transactions related to the Company’s investments with affiliates for the years endedDecember 31, 2020 and 2019 were as follows:

F- 37

Portfolio Company Fair value at
December 31, 2019
Transfers
in (out)
Purchases
(cost)
Sales and
paydowns
(cost)
PIK interest
(cost)
Discount
accretion
Net
realized gain
(loss)
Net
unrealized gain
(loss)
Fair value at
December 31, 2020
Non-controlled affiliate company investment:
American Community Homes, Inc. $ 6,764 $ $ $ (523 ) $ 1,095 $ 8 $ $ 2,057 $ 9,401
American Community Homes, Inc. 4,289 (345 ) 985 5 1,305 6,239
American Community Homes, Inc. 512 (46 ) 203 1 155 825
American Community Homes, Inc. 410 (31 ) 65 2 124 570
American Community Homes, Inc. 230 (19 ) 54 70 335
American Community Homes, Inc. 1,472 (126 ) 299 1,270 2,915
American Community Homes, Inc. 2,760 (232 ) 508 843 3,879
American Community Homes, Inc. 11 (1 ) 5 3 18
American Community Homes, Inc. 1,168 (1,117 ) 20 18 89
American Community Homes, Inc. (Revolver) 2,500 (2,538 ) 38
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)
17,616 2,500 (4,978 ) 3,272 16 5,845 24,271
Ascent Midco, LLC 6,860 (70 ) 24 183 6,997
Ascent Midco, LLC (Delayed Draw)
Ascent Midco, LLC (Revolver) 734 (734 )
Ascent Midco, LLC (2,032,258 Class A units) 2,032 984 3,016
9,626 (804 ) 24 1,167 10,013
Curion Holdings, LLC 3,279 (120 ) 3,159
Curion Holdings, LLC (Revolver) 441 385 (6 ) 820
Curion Holdings, LLC (Junior secured loan)
Curion Holdings, LLC (Junior secured loan)
Curion Holdings, LLC (58,779 shares of common stock)
3,720 385 (126 ) 3,979
Familia Dental Group Holdings, LLC (1,052 Class A units) (1) 3,407 (289 ) 3,118
3,407 (289 ) 3,118
HFZ Capital Group, LLC (2) 13,025 81 13,106
HFZ Capital Group, LLC (2) 4,680 29 4,709
MC Asset Management (Corporate), LLC (15.9% of interests) (2) 793 (8 ) 785
MC Asset Management (Industrial), LLC (2) 10,632 2 945 11,579
29,130 2 1,047 30,179
Incipio, LLC 12,343 128 (10,707 ) 1,764
Incipio, LLC 3,750 463 14 4,227
Incipio, LLC 1,606 197 2 1,805
Incipio, LLC 686 74 1 761
Incipio, LLC 1,404 126 (11 ) 1,519
Incipio, LLC (Delayed Draw) 1,458 40 (10 ) 1,488
Incipio, LLC (Junior secured loan)
Incipio, LLC (Junior secured loan)
Incipio, LLC (1,774 shares of Series C common units)
18,385 2,862 1,028 (10,711 ) 11,564
Luxury Optical Holdings Co. (3) 3,457 (2,371 ) 3 341 1,430
Luxury Optical Holdings Co. (Delayed Draw) 620 4 624
Luxury Optical Holdings Co. (Revolver) (3) 159 (109 ) 16 66
Luxury Optical Holdings Co. (90 preferred units) (3) 2,480 (4 ) 2,476
Luxury Optical Holdings Co. (86 shares of common stock)
4,236 3 357 4,596
Mnine Holdings, Inc. (4) 10,321 1,161 21 853 12,356
Mnine Holdings, Inc. (6,400 Class B units) (4)
10,321 1,161 21 853 12,356
NECB Collections, LLC (Revolver) 1,148 112 52 (478 ) 834
NECB Collections, LLC (20.8% of units) 318 (318 )
1,466 112 52 (796 ) 834
SHI Holdings, Inc. 2,459 (2,271 ) 188
SHI Holdings, Inc. (Revolver) 3,601 345 (3,649 ) 297
SHI Holdings, Inc. (24 shares of common stock)
6,060 345 (5,920 ) 485
Summit Container Corporation 2,971 233 3,204
Summit Container Corporation (Revolver) 5,406 33,558 (37,376 ) 66 1,654
Summit Container Corporation (warrant to purchase up to 19.5% of the equity) 139 139
8,377 33,558 (37,376 ) 438 4,997
TJ Management HoldCo, LLC (Revolver) (5) 127 (127 )
TJ Management HoldCo, LLC (16 shares of common stock) (5) 2,222 1,101 3,323
2,222 127 (127 ) 1,101 3,323
Total non-controlled affiliate company investments $ 59,860 $ 45,080 $ 49,515 $ (43,285 ) $ 5,513 $ 66 $ $ (7,034 ) $ 109,715
Controlled affiliate company investments:
MRCC Senior Loan Fund I, LLC $ 42,412 $ $ $ $ $ $ $ (3,128 ) $ 39,284
42,412 (3,128 ) 39,284
Total controlled affiliate company investments $ 42,412 $ $ $ $ $ $ $ (3,128 ) $ 39,284

F- 38

Portfolio Company Fair value at
December 31,
2018
Transfers
in (out)
Purchases
(cost)
Sales and
paydowns
(cost)
PIK
interest
(cost)
Discount
accretion

Net

realized
gain (loss)

Net

unrealized
gain (loss)

Fair value at
December 31,

2019

Non-controlled affiliate company investments:
American Community Homes, Inc. $ 6,596 $ $ $ $ 1,033 $ 18 $ $ (883 ) $ 6,764
American Community Homes, Inc. 3,997 874 9 (591 ) 4,289
American Community Homes, Inc. 499 78 2 (67 ) 512
American Community Homes, Inc. 400 63 2 (55 ) 410
American Community Homes, Inc. 215 47 1 (33 ) 230
American Community Homes, Inc. 1,446 212 (186 ) 1,472
American Community Homes, Inc. 3,333 270 (843 ) 2,760
American Community Homes, Inc. 1,111 (1,111 ) 14 (3 ) 11
American Community Homes, Inc. 1,186 (18 ) 1,168
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)
13,153 5,630 (1,111 ) 2,591 32 (2,679 ) 17,616
Curion Holdings, LLC 3,592 273 4 (590 ) 3,279
Curion Holdings, LLC (Revolver) 244 184 17 (4 ) 441
Curion Holdings, LLC (Junior secured loan)
Curion Holdings, LLC (Junior secured loan)
Curion Holdings, LLC (58,779 shares of common stock)
3,836 184 290 4 (594 ) 3,720
Incipio, LLC 12,830 770 30 (1,287 ) 12,343
Incipio, LLC 3,573 202 (25 ) 3,750
Incipio, LLC 1,518 86 2 1,606
Incipio, LLC 656 36 (6 ) 686
Incipio, LLC (Junior secured loan) 1,260 (1,260 )
Incipio, LLC (Junior secured loan)
Incipio, LLC (1,774 shares of Series C common units)
19,181 656 1,094 30 (2,576 ) 18,385
Luxury Optical Holdings Co. 4,334 255 10 (1,142 ) 3,457
Luxury Optical Holdings Co. (Delayed Draw) 622 (2 ) 620
Luxury Optical Holdings Co. (Revolver) 200 11 (52 ) 159
Luxury Optical Holdings Co. (86 shares of common stock)
5,156 266 10 (1,196 ) 4,236
Millennial Brands LLC (10 preferred units) (967 ) 967
Millennial Brands LLC (75,502 common units)
(967 ) 967
NECB Collections, LLC (Revolver) (6) 1,148 1,148
NECB Collections, LLC (20.8% of units) (6) 1,458 (1,140 ) 318
1,458 1,148 (1,140 ) 1,466
SHI Holdings, Inc. 2,598 (14 ) 315 4 (444 ) 2,459
SHI Holdings, Inc. (Revolver) 3,342 464 438 (1 ) (642 ) 3,601
SHI Holdings, Inc. (24 shares of common stock) 307 (307 )
6,247 464 (14 ) 753 3 (1,393 ) 6,060
Summit Container Corporation 3,034 (63 ) 2,971
Summit Container Corporation (Revolver) 6,660 32,602 (33,841 ) (15 ) 5,406
Summit Container Corporation (warrant to purchase up to 19.5% of the equity)
9,694 32,602 (33,841 ) (78 ) 8,377
Total non-controlled affiliate company investments $ 57,267 $ 1,458 $ 40,684 $ (34,966 ) $ 4,994 $ 79 $ (967 ) $ (8,689 ) $ 59,860
Controlled affiliate company investments:
MRCC Senior Loan Fund I, LLC $ 27,634 $ $ 14,950 $ $ $ $ $ (172 ) $ 42,412
27,634 14,950 (172 ) 42,412
Total controlled affiliate company investments $ 27,634 $ $ 14,950 $ $ $ $ $ (172 ) $ 42,412

F- 39

(1) The Company restructured its investment in Familia Dental Group Holdings, LLC (“Familia”) during the three months ended December 31, 2020. As a part of the restructuring, the Company obtained a 9.9% equity stake in Familia in exchange for a $3,606 reduction of a secured loan position. For the purpose of this schedule, transfers in represent the fair value at September 30, 2020.
(2)

The Company restructured its investments in HFZ Capital GroupLLC (“HFZ”) and HFZ Member RB portfolio, LLC (“Member RB”) during the three months ended December 31, 2020. Aspart of the restructuring of HFZ, the Company obtained a 15.9% equity interest in MC Asset Management (Corporate), LLC (“Corporate”). Aspart of the Member RB restructuring, the Company exchanged its loan in Member RB for a promissory note in MC Asset Management (Industrial),LLC (“Industrial”). Corporate owns 100% of the equity of Industrial.  In conjunction with these restructurings,the Company participated $4,758 of principal of its loan to HFZ as an equity contribution to Industrial.  This participationdid not qualify for sale accounting under ASC Topic 860 – Transfers and Servicing becausethe sale did not meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatmentto be allowed. As a result, the Company continues to reflect its full investment in HFZ but has split the loan into two investments.For the purpose of this schedule, transfers in represent the fair value at September 30, 2020.

(3) The Company restructured its investment in Luxury Optical Holdings Co. (“LOH”) during the three months ended December 31, 2020. As a part of the restructuring, the Company obtained 9.1% of the preferred units of LOH in exchange for a $3,632 reduction of the secured loan positions. For the purpose of this schedule, transfers in (out) represent the fair value at September 30, 2020. The Company also increased its delayed draw commitment to LOH. The Company continues to have a 9.6% equity stake in the common stock.
(4) The Company restructured its investment in Mnine Holdings, Inc. (“Mnine”) during the three months ended June 30, 2020. As a part of the restructuring, the Company also received 5.3% of the equity of Mnine. For the purpose of this schedule, transfers in represent the fair value at March 31, 2020.
(5) During the three months ended September 30, 2020, the senior secured lender group of Toojay’s Management, LLC (“Toojay’s OldCo”) established TJ Management HoldCo, LLC (“Toojay’s NewCo”) in order to acquire certain of the assets of Toojay’s OldCo as part of a bankruptcy restructuring. The Company owns 15.9% of the equity in Toojay’s NewCo. Toojay’s NewCo credit bid a portion of the senior secured debt in Toojay’s OldCo to acquire certain assets of Toojay’s OldCo which constitute the ongoing operations of the portfolio company. The Company’s portion of this credit bit was $2,386, and as such the Company’s outstanding senior secured debt investment in Toojay’s OldCo was reduced by the amount of the credit bid and the Company’s cost basis of its new equity investment in Toojay’s NewCo was increased by the amount of the credit bid. For the purpose of this schedule, transfers in represent the fair value at June 30, 2020 of the senior secured debt investment that was exchanged in the credit bid. The Company also provided a follow-on revolver commitment to Toojay’s NewCo.
(6) During the three months ended June 30, 2019, the Company participated in a credit bid to acquire the assets of NECB Collections (“NECB”), which was a subsidiary of Education Corporation of America (“ECA”). As a result, the Company obtained a 20.8% equity stake in NECB in exchange for a $1,458 reduction of secured loan position in ECA. The Company also provided a follow-on revolver commitment to NECB.

F- 40

For the years ended December 31,
2020 2019
Portfolio Company Interest
Income
Dividend
Income
Fee
Income
Interest
Income
Dividend
Income
Fee
Income
Non-controlled affiliate company investments:
American Community Homes, Inc. $ 1,103 $ $ $ 1,044 $ $
American Community Homes, Inc. 990 880
American Community Homes, Inc. 203 80
American Community Homes, Inc. 67 64
American Community Homes, Inc. 54 48
American Community Homes, Inc. 299 190
American Community Homes, Inc. 497 284
American Community Homes, Inc. 6 14
American Community Homes, Inc. 19 1
American Community Homes, Inc. (Revolver) 219 n/a n/a n/a
American Community Homes, Inc. (Warrant)
3,457 2,605
Ascent Midco, LLC 456 n/a n/a n/a
Ascent Midco, LLC (Delayed Draw) 14 n/a n/a n/a
Ascent Midco, LLC (Revolver) 20 n/a n/a n/a
Ascent Midco, LLC (Class A units) 147 n/a n/a n/a
490 147 n/a n/a n/a
Curion Holdings, LLC 286
Curion Holdings, LLC (Revolver) 20
Curion Holdings, LLC (Junior secured loan)
Curion Holdings, LLC (Junior secured loan)
Curion Holdings, LLC (Common units)
306
Familia Dental Group Holdings, LLC (Class A units) n/a n/a n/a
n/a n/a n/a
HFZ Capital Group, LLC 613 n/a n/a n/a
HFZ Capital Group, LLC 31 n/a n/a n/a
MC Asset Management (Corporate), LLC (LLC interest) n/a n/a n/a
MC Asset Management (Industrial), LLC 98 n/a n/a n/a
742 n/a n/a n/a
Incipio, LLC (309 ) 1,554
Incipio, LLC 403 400
Incipio, LLC 170 170
Incipio, LLC 71 51
Incipio, LLC 138
Incipio, LLC (Delayed Draw) 49
Incipio, LLC (Junior secured loan)
Incipio, LLC (Junior secured loan)
Incipio, LLC (Common units)
522 2,175
Luxury Optical Holdings Co. 4 259
Luxury Optical Holdings Co. (Delayed Draw) 80 86
Luxury Optical Holdings Co. (Revolver) 12
Luxury Optical Holdings Co. (Preferred units) n/a n/a n/a
Luxury Optical Holdings Co. (Common stock)
84 357
Millennial Brands LLC (Preferred units) n/a n/a n/a
Millennial Brands LLC (Common units) n/a n/a n/a
n/a n/a n/a
Mnine Holdings, Inc. 966 n/a n/a n/a
Mnine Holdings, Inc. (Common units) n/a n/a n/a
966 n/a n/a n/a
NECB Collections, LLC (Revolver) 77 47
NECB Collections, LLC (LLC units)
77 47
SHI Holdings, Inc. (2 ) 347
SHI Holdings, Inc. (Revolver) (3 ) 480
SHI Holdings, Inc. (Common stock)
(5 ) 827
Summit Container Corporation 304 339
Summit Container Corporation (Revolver) 304 569
Summit Container Corporation (Warrant)
608 908
TJ Management HoldCo, LLC (Revolver) 5 n/a n/a n/a
TJ Management HoldCo, LLC (Common stock) n/a n/a n/a
5 n/a n/a n/a
Total non-controlled affiliate company investments $ 6,946 $ 147 $ $ 7,225 $ $
Controlled affiliate company investments:
MRCC Senior Loan Fund I, LLC $ $ 4,400 $ $ $ 4,045 $
4,400 4,045
Total controlled affiliate company investments $ $ 4,400 $ $ $ 4,045 $

F- 41

Note6. Transactions with Related Parties

TheCompany has entered into an investment advisory agreement with MC Advisors (the “Investment Advisory Agreement”),under which MC Advisors, subject to the overall supervision of the Board, provides investment advisory services to the Company.The Company pays MC Advisors a fee for its services under the Investment Advisory Agreement consisting of two components - a basemanagement fee and an incentive fee. The cost of both the base management fee and the incentive fee are borne by the Company’sstockholders, unless such fees are waived by MC Advisors.

OnNovember 4, 2019, the Board approved a change to the Investment Advisory Agreement to amend the base management fee structure.Effective July 1, 2019, the base management fee is calculated initially at an annual rate equal to 1.75% of average invested assets(calculated as total assets excluding cash, which includes assets financed using leverage); provided, however, the base managementfee is calculated at an annual rate equal to 1.00% of the Company’s average invested assets (calculated as total assetsexcluding cash, which includes assets financed using leverage) that exceeds the product of (i) 200% and (ii) the Company’saverage net assets. For the avoidance of doubt, the 200% is calculated in accordance with the asset coverage limitation as definedin the 1940 Act to give effect to the Company’s exemptive relief with respect to MRCC SBIC’s SBA debentures. Thischange has the effect of reducing the Company’s base management fee rate on assets in excess of regulatory leverage of 1:1debt to equity to 1.00% per annum. The base management fee is payable quarterly in arrears.

Priorto July 1, 2019, the base management fee was calculated at an annual rate equal to 1.75% of average invested assets (calculatedas total assets excluding cash, which included assets financed using leverage) and was payable quarterly in arrears.

Basemanagement fees for the years ended December 31, 2020, 2019 and 2018 were $9,807, $10,780 and $8,879, respectively. MC Advisorselected to voluntarily waive $430 of such base management fees for the year ended December 31, 2020.

Theincentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20% of “pre-incentivefee net investment income” for the immediately preceding quarter, subject to a 2% (8% annualized) preferred return, or “hurdle,”and a “catch up” feature. The foregoing incentive fee is subject to a total return requirement, which provides thatno incentive fee in respect of pre-incentive fee net investment income will be payable except to the extent that 20% of the cumulativenet increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulativeincentive fees accrued and/or paid for the 11 preceding calendar quarters (the “Incentive Fee Limitation”). Therefore,any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of (1) 20% of the amountby which pre-incentive fee net investment income for such calendar quarter exceeds the 2% hurdle, subject to the “catch-up”provision, and (2) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters.For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of pre-incentivefee net investment income, realized gains and losses and unrealized gains and losses for the then current and 11 preceding calendarquarters. The second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year in an amountequal to 20% of realized capital gains, if any, on a cumulative basis from inception through the end of the year, computed netof all realized capital losses on a cumulative basis and unrealized depreciation, less the aggregate amount of any previouslypaid capital gain incentive fees.

Thecomposition of the Company’s incentive fees was as follows:

For the years ended December 31,
2020 2019 2018
Part one incentive fees (1) $ 5,724 $ 6,692 $ 6,730
Part two incentive fees (2)
Incentive Fee Limitation (5,012 ) (1,081 ) (4,979 )
Incentive fees, excluding the impact of the incentive fee waiver 712 5,611 1,751
Incentive fee waiver (3) (712 ) (1,182 )
Total incentive fees, net of incentive fee waiver $ $ 4,429 $ 1,751

(1) Based on pre-incentive fee net investment income.
(2) Based upon net realized and unrealized gains and losses, or capital gains. The Company accrues, but does not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. If, on a cumulative basis, the sum of net realized gain (loss) plus net unrealized gain (loss) decreases during a period, the Company will reverse any excess capital gains incentive fee previously accrued such that the amount of capital gains incentive fee accrued is no more than 20% of the sum of net realized gain (loss) plus net unrealized gain (loss).
(3) Represents part one incentive fees waived by MC Advisors.

TheCompany has entered into an administration agreement with MC Management (the “Administration Agreement”), under whichthe Company reimburses MC Management, subject to the review and approval of the Board, for its allocable portion of overhead andother expenses, including the costs of furnishing the Company with office facilities and equipment and providing clerical, bookkeeping,record-keeping and other administrative services at such facilities, and the Company’s allocable portion of the cost ofthe chief financial officer and chief compliance officer and their respective staffs. To the extent that MC Management outsourcesany of its functions, the Company will pay the fees associated with such functions on a direct basis, without incremental profitto MC Management. For the years ended December 31, 2020, 2019 and 2018, the Company incurred $3,312, $3,509 and $3,430, respectively,in administrative expenses (included within Professional fees, Administrative service fees and General and administrative expenseson the consolidated statements of operations) under the Administration Agreement, of which $1,300, $1,309 and $1,327, respectively,was related to MC Management overhead and salary allocation and paid directly to MC Management. As of December 31, 2020 and 2019,$327 and $322, respectively, of expenses were due to MC Management under this agreement and are included in accounts payable andaccrued expenses on the consolidated statements of assets and liabilities.

F- 42

TheCompany has entered into a license agreement with Monroe Capital LLC under which Monroe Capital LLC has agreed to grant the Companya non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in its business. Underthis agreement, the Company has the right to use the “Monroe Capital” name at no cost, subject to certain conditions,for so long as MC Advisors or one of its affiliates remains its investment adviser. Other than with respect to this limited license,the Company has no legal right to the “Monroe Capital” name or logo.

Note7. Borrowings

Inaccordance with the 1940 Act, the Company is permitted to borrow amounts such that its asset coverage ratio, as defined in the1940 Act, is at least 150% after such borrowing. As of December 31, 2020 and December 31, 2019, the Company’s asset coverageratio based on aggregate borrowings outstanding was 200% and 183%, respectively.

RevolvingCredit Facility : The Company has a $255,000 revolving credit facility with ING Capital LLC, as agent. The revolving creditfacility has an accordion feature which permits the Company, under certain circumstances to increase the size of the facilityup to $400,000 (subject to maintaining 150% asset coverage, as defined by the 1940 Act). The revolving credit facility is securedby a lien on all of the Company’s assets, including cash on hand, but excluding the assets of the Company’s wholly-ownedsubsidiary, MRCC SBIC. The Company may make draws under the revolving credit facility to make or purchase additional investmentsthrough March 1, 2023 and for general working capital purposes until March 1, 2024, the maturity date of the revolving creditfacility.

OnMay 21, 2020, the Company amended its revolving credit facility (the “Amended Credit Agreement”) with ING CapitalLLC, as agent. The amendment provided certain relief during a temporary COVID-19 relief period of up to 9 months, including expandedborrowing base capacity, flexibility within the asset coverage ratio definition to utilize an expanded base of assets to determinecompliance and flexibility to utilize SEC COVID-19 relief for the calculation thereof. The Amended Credit Agreement also set outcertain temporary restrictions during the COVID-19 relief period, including limiting additional indebtedness and additional investments,setting additional parameters which may cap the total amount of cash dividends payable and requiring certain mandatory prepaymentsafter the receipt of proceeds from the issuances of equity or debt. During the three months ended September 30, 2020, the Companyexited the COVID-19 relief period.

Additionally,the Amended Credit Agreement provided for certain permanent amendments, including elimination of the liquidity covenant, reductionof the net worth requirement from $125,000 to $110,000, and lowering the minimum consolidated total net assets from at least equalto $175,000 plus 65% of the net proceeds from sales of the Company’s equity securities to at least equal to $150,000 plus65% of the net proceeds from sales of the Company’s equity securities. As conditions of the Amended Credit Agreement, theCompany agreed to certain pricing considerations, including an increase in the interest rate margins (a) for LIBOR loans (whichmay be one-, three- or six-month, at the Company’s option), from 2.375% to 2.625% and (b) for alternate base rate loans,from 1.375% to 1.625%. The other significant terms of the credit facility remained unchanged. The Company incurred expenses of$1,180 in conjunction with the amendment which have been capitalized within unamortized deferred financing costs and are amortizedinto interest expense over the estimated average life of the borrowings.

TheCompany’s ability to borrow under the revolving credit facility is subject to availability under the borrowing base, whichpermits the Company to borrow up to 72.5% of the fair market value of its portfolio company investments depending on the typeof investment the Company holds and whether the investment is quoted. The Company’s ability to borrow is also subject tocertain concentration limits, and continued compliance with the representations, warranties and covenants given by the Companyunder the facility. The revolving credit facility contains certain financial and restrictive covenants, including, but not limitedto, the Company’s maintenance of: (1) minimum consolidated total net assets at least equal to $150,000 plus 65% of the netproceeds to the Company from sales of its equity securities after March 1, 2019; (2) a ratio of total assets (less total liabilitiesother than indebtedness) to total indebtedness of not less than 1.5 to 1; and (3) a senior debt coverage ratio of at least 2 to1. The revolving credit facility also requires the Company to undertake customary indemnification obligations with respect toING Capital LLC and other members of the lending group and to reimburse the lenders for expenses associated with entering intothe credit facility. The revolving credit facility also has customary provisions regarding events of default, including eventsof default for nonpayment, change in control transactions at both Monroe Capital Corporation and MC Advisors, failure to complywith financial and negative covenants, and failure to maintain the Company’s relationship with MC Advisors. If the Companyincurs an event of default under the revolving credit facility and fails to remedy such default under any applicable grace period,if any, then the entire revolving credit facility could become immediately due and payable, which would materially and adverselyaffect the Company’s liquidity, financial condition, results of operations and cash flows.

TheCompany’s revolving credit facility also imposes certain conditions that may limit the amount of the Company’s distributionsto stockholders. Distributions payable in the Company’s common stock under the DRIP are not limited by the revolving creditfacility. Distributions in cash or property other than common stock are generally limited to 115% of the amount of distributionsrequired to maintain the Company’s status as a RIC.

Asof December 31, 2020, the Company had U.S. dollar borrowings of $104,550 and non-U.S. dollar borrowings denominated in Great Britainpounds of £16,100 ($22,009 in U.S. dollars) under the revolving credit facility. As of December 31, 2019, the Company hadU.S. dollar borrowings of $158,950 and non-U.S. dollar borrowings denominated in Great Britain pounds of £16,100 ($21,344in U.S. dollars) under the revolving credit facility. The borrowings denominated in Great Britain pounds may be positively ornegatively affected by movements in the rate of exchange between the U.S. dollar and the Great Britain pound. These movementsare beyond the control of the Company and cannot be predicted. The borrowings denominated in Great Britain pounds are translatedinto U.S. dollars based on the spot rate at each balance sheet date. The impact resulting from changes in foreign currency borrowingsis included in net change in unrealized gain (loss) on foreign currency and other transactions on the Company’s consolidatedstatements of operations and totaled ($665), ($821) and $1,023 for the years ended December 31, 2020, 2019 and 2018, respectively.

F- 43

Borrowingsunder the revolving credit facility bear interest, at the Company’s election, at an annual rate of LIBOR (one-month, three-monthor six-month at the Company’s discretion based on the term of the borrowing) plus 2.625% or at a daily rate equal to 1.625%per annum plus the greater of the prime interest rate, the federal funds rate plus 0.5% or LIBOR plus 1.0%, with a LIBOR floorof 0.5%. In addition to the stated interest rate on borrowings under the revolving credit facility, the Company is required topay a commitment fee and certain conditional fees based on usage of the expanded borrowing base and usage of the asset coverageratio flexibility. A commitment fee of 0.5% per annum on any unused portion of the revolving credit facility if the unused portionof the facility is less than 35% of the then available maximum borrowing or a commitment fee of 1.0% per annum on any unused portionof the revolving credit facility if the unused portion of the facility is greater than or equal to 35% of the then available maximumborrowing. As of December 31, 2020 and December 31, 2019, the outstanding borrowings were accruing at a weighted average interestrate of 3.2% and 4.0%, respectively.

2023Notes: As of December 31, 2020, the Company had $109,000 in aggregate principal amount of senior unsecured notesoutstanding that mature on October 31, 2023. Interest on the 2023 Notes is paid quarterly on January 31, April 30, July 31,and October 31, at an annual rate of 5.75%. The Company may redeem the 2023 Notes in whole or in part at any time or fromtime to time on or after October 31, 2020. The 2023 Notes are general, unsecured obligations and rank equal in right ofpayment with all of the Company’s existing and future unsecured indebtedness. The 2023 Notes were listed on The NasdaqGlobal Select Market under the trading symbol MRCCL. See Note 14 for additional information.

SBADebentures: On February 28, 2014, the Company’s wholly-owned subsidiary, MRCC SBIC received a license from the SBA tooperate as a SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operationson September 16, 2013.

TheSBIC license allows MRCC SBIC to obtain leverage by issuing SBA debentures, subject to the issuance of a leverage commitment bythe SBA and other customary procedures. SBA debentures are non-recourse, interest only debentures with interest payable semi-annuallyand have a 10-year maturity. The principal amount of SBA debentures is not required to be paid prior to maturity but may be prepaidat any time without penalty. The interest rate of SBA debentures is fixed on a semi-annual basis (pooling date) at a market-drivenspread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, has a superior claim to MRCC SBIC’s assetsover the Company’s stockholders in the event the Company liquidates MRCC SBIC, or the SBA exercises its remedies upon anevent of default. As of December 31, 2020, MRCC SBIC had $25,657 in cash and $131,167 in investments at fair value. As of December31, 2019, MRCC SBIC had $27,409 in cash and $133,982 in investments at fair value.

Asof both December 31, 2020 and December 31, 2019, MRCC SBIC had $57,624 in leverageable capital and the following SBA debenturesoutstanding:

Maturity Date Interest Rate Amount
September 2024 3.4 % $ 12,920
March 2025 3.3 % 14,800
March 2025 2.9 % 7,080
September 2025 3.6 % 5,200
March 2027 3.5 % 20,000
September 2027 3.2 % 32,100
March 2028 3.9 % 18,520
September 2028 4.2 % 4,380
Total $ 115,000

SeeNote 14 for additional information about the SBA debentures.

SBAregulations currently limit the amount that an individual SBIC may borrow to a maximum of $175,000 when it has at least $87,500in regulatory capital, receives a leverage commitment from the SBA and has been through an audit examination by the SBA subsequentto licensing. The SBA also limits a related group of SBICs (commonly referred to as a “family of funds”) to a maximumof $350,000 in total borrowings.

TheCompany has been granted exemptive relief from the SEC for permission to exclude the debt of MRCC SBIC guaranteed by the SBA fromthe asset coverage test under the 1940 Act. The receipt of this exemption for this SBA debt increases flexibility under the assetcoverage test.

Componentsof interest expense: The components of the Company’s interest expense and other debt financing expenses, average outstandingbalances and average stated interest rates (i.e. the rate in effect plus spread) were as follows:

For the years ended December 31,
2020 2019 2018
Interest expense – revolving credit facility $ 5,594 $ 8,710 $ 5,845
Interest expense – 2023 Notes 6,270 5,756 1,201
Interest expense – SBA debentures 3,944 3,933 3,814
Amortization of deferred financing costs 2,181 1,869 1,410
Total interest and other debt financing expenses $ 17,989 $ 20,268 $ 12,270
Average debt outstanding 370,904 397,503 243,929
Average stated interest rate 4.2 % 4.5 % 4.4 %

F- 44

Note 8.Derivative Instruments

TheCompany enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change inforeign exchange rates would have on future interest cash flows from the Company’s investments denominated in foreign currencies.As of December 31, 2020 and 2019, the counterparty to these foreign currency forward contracts was Bannockburn Global Forex, LLC.Net unrealized gain or loss on foreign currency forward contracts are included in net change in unrealized gain (loss) on foreigncurrency forward contracts and net realized gain or loss on forward currency forward contracts are included in net realized gain(loss) on foreign currency forward contracts on the accompanying consolidated statements of operations.

Certaininformation related to the Company’s foreign currency forward contracts is presented below as of December 31, 2020 and December31, 2019.

As of December 31, 2020

Notional

Amount to be
Sold

Settlement

Date

Gross
Amount of

Unrealized
Gain

Gross

Amount of

Unrealized

Loss

Balance Sheet location of Net Amounts
Foreign currency forward contract £ 87 1/4/2021 $ $ (12 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 206 3/3/2021 (18 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 26 3/3/2021 (2 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 84 4/2/2021 (12 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 212 6/1/2021 (19 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 26 6/1/2021 (2 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 83 7/2/2021 (11 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 83 10/4/2021 (11 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 82 1/3/2022 (11 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 79 4/4/2022 (11 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 29 5/6/2022 (4 ) Unrealized loss on foreign currency forward contracts
Total £ 997 $ $ (113 )

As of December 31, 2019

Notional

Amount to be
Sold

Settlement

Date

Gross
Amount of

Unrealized
Gain

Gross

Amount of

Unrealized

Loss

Balance Sheet location of Net Amounts
Foreign currency forward contract £ 104 1/2/2020 $ $ (5 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 231 2/28/2020 (10 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 27 3/2/2020 (1 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 103 4/1/2020 (5 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 102 5/5/2020 (4 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 230 5/29/2020 (10 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 27 6/1/2020 (1 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 230 8/28/2020 (10 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 28 9/3/2020 (2 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 229 11/30/2020 (10 ) Unrealized loss on foreign currency forward contracts
Foreign currency forward contract £ 26 12/2/2020 (1 ) Unrealized loss on foreign currency forward contracts
Total £ 1,337 $ $ (59 )

Forthe years ended December 31, 2020, 2019 and 2018, the Company recognized net change in unrealized gain (loss) on foreign currencyforward contracts of ($54), ($75) and $16, respectively. For the years ended December 31, 2020, 2019 and 2018, the Company recognizednet realized gain (loss) on foreign currency forward contracts of ($16), $12 and ($3), respectively.

Note9. Income Taxes

TheCompany has elected to be treated as a RIC under Subchapter M of the Code. As a RIC, the Company is not taxed on any investmentcompany taxable income or capital gains which it distributes to stockholders. The Company intends to distribute all of its investmentcompany taxable income and capital gains annually. Accordingly, no provision for federal income tax has been made in the consolidatedfinancial statements.

Dividendsfrom net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal taxregulations, which may differ from amounts in accordance with U.S. GAAP and those differences could be material. These book-to-taxdifferences are either temporary or permanent in nature. Reclassifications due to permanent book-to-tax differences have no impacton net assets.

F- 45

Thefollowing permanent differences were reclassified for tax purposes:

For the years ended December 31,
2020 2019 2018
Increase (decrease) in capital in excess of par value $ (447 ) $ (61 ) $ 67
Increase (decrease) in accumulated undistributed (overdistributed) earnings 447 61 (67 )

Taxableincome generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposesdue to temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized gain (loss)on investments as investment gains and losses are not included in taxable income until they are realized.

Capitallosses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subjectto certain limitations. Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred after September30, 2011 are not subject to expiration and retain their character as either short-term or long-term capital losses. As of December31, 2020 and 2019, the Company had short-term capital loss carryforwards of $1,155 and $1,155, respectively. As of December 31,2020 and 2019, the Company had long-term capital loss carryforwards of $18,644 and $21,195, respectively.

Thefollowing table reconciles net increase in net assets resulting from operations to taxable income:

For the years ended December 31,
2020 2019 2018
Net increase in net assets resulting from operations $ 1,646 $ 19,214 $ 5,848
Net change in unrealized (gain) loss 31,263 8,895 (3,978 )
Other realized gain (loss) for tax but not book 30 105 8,853
Other income (loss) for tax but not book 200 171 (3,394 )
Other deductions for book in excess of deductions for tax
Expenses not currently deductible 37 0 10 11
Net capital loss carryforward (2,551 ) 817 21,161
Total taxable income $ 30,958 $ 29,212 $ 28,501

Forincome tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capitalgains or a combination thereof. The following table provides the tax character of distributions paid:

For the years ended December 31,
2020 2019 2018
Ordinary income $ 23,064 $ 28,624 $ 28,483
Long-term capital gains
Total $ 23,064 $ 28,624 $ 28,483

The Company’s consolidatedTaxable Subsidiaries are subject to U.S. federal and state income taxes. For the years ended December 31, 2020, 2019 and2018, the Company recorded a net tax expense of approximately $2, $7 and zero, respectively, for these TaxableSubsidiaries.

Asof December 31, 2020, the estimated cost basis of investment for U.S. federal income tax purposes was $601,462, resulting inestimated net unrealized loss of $54,423, comprised of estimated gross unrealized gains and losses of $10,812 and $65,235,respectively. As of December 31, 2019, the estimated cost basis of investment for U.S. federal income tax purposes was $634,704,resulting in estimated net unrealized loss of $18,473, comprised of estimated gross unrealized gains and losses of $14,770 and$33,243, respectively.

Note10. Distributions

TheCompany’s distributions are recorded on the record date. The following table summarizes distributions declared during theyears ended December 31, 2020, 2019 and 2018:

Date Declared Record Date Payment Date Amount
Per
Share
Cash
Distribution
DRIP
Shares
Issued
DRIP
Shares
Value
DRIP
Shares
Repurchased
in the Open
Market
Cost of
DRIP
Shares
Repurchased
Year ended December 31, 2020:
March 3, 2020 March 16, 2020 March 31, 2020 $ 0.35 $ 7,155 $ 55,938 $ 374
May 8, 2020 June 15, 2020 June 30, 2020 0.25 5,257 40,612 283
September 4, 2020 September 16, 2020 September 30, 2020 0.25 5,326 44,246 305
December 4, 2020 December 16, 2020 December 31, 2020 0.25 5,326 45,667 365
Total distributions declared $ 1.10 $ 23,064 $ 186,463 $ 1,327
Year ended December 31, 2019:
March 5, 2019 March 15, 2019 March 29, 2019 $ 0.35 $ 7,156 $ 27,498 $ 342
May 31, 2019 June 14, 2019 June 28, 2019 0.35 7,156 30,802 363
September 3, 2019 September 16, 2019 September 30, 2019 0.35 7,156 33,674 355
December 2, 2019 December 16, 2019 December 31, 2019 0.35 7,156 31,662 349
Total distributions declared $ 1.40 $ 28,624 $ 123,636 $ 1,409
Year ended December 31, 2018:
March 1, 2018 March 16, 2018 March 30, 2018 $ 0.35 $ 7,084 $ 23,908 $ 301
June 1, 2018 June 15, 2018 June 29, 2018 0.35 6,786 22,308 301
August 31, 2018 September 14, 2018 September 28, 2018 0.35 7,156 24,946 338
November 30, 2018 December 14, 2018 December 28, 2018 0.35 7,156 35,006 337
Total distributions declared $ 1.40 $ 28,182 22,308 $ 301 83,860 $ 976

F- 46

Noneof the distributions declared during the years ended December 31, 2020, 2019 and 2018 represented a return of capital for taxpurposes.

Note11. Stock Issuances and Repurchases

StockIssuances : On May 12, 2017, the Company entered into at the market (“ATM”) equity distribution agreementswith each of FBR Capital Markets & Co. (“FBR”) and JMP Securities LLC (“JMP”) (the “ATM Program”)through which we could sell, by means of ATM offerings, from time to time, up to $50,000 of our common stock. OnMay 8, 2020, the Company entered into an amendment to the ATM Program to extend its term. All other material terms of the ATMProgram remain unchanged. During the year ended December 31, 2018, the Company sold 182,299 shares at an average priceof $13.82 per share for gross proceeds of $2,519 under the ATM Program. Aggregate underwriter’s discounts and commissionswere $38 and offering costs were $79, resulting in net proceeds of approximately $2,402. There were no stock issuances duringthe year ended December 31, 2019. During the year ended December 31, 2020, the Company sold 858,976 shares at an average priceof $7.78 per share for gross proceeds of $6,684 under the ATM program. Aggregate underwriter’s discounts and commissionswere $100 and offering costs were $89, resulting in net proceeds of approximately $6,495.

Note12. Commitments and Contingencies

Commitments : Asof December 31, 2020 and 2019, the Company had $52,252 and $44,208, respectively, in outstanding commitments to fund investmentsunder undrawn revolvers, capital expenditure loans, delayed draw commitments and subscription agreements (excluding SLF). As describedin Note 3, the Company had unfunded commitments of $7,850 to SLF as of both December 31, 2020 and 2019, that may be contributedprimarily for the purpose of funding new investments approved by the SLF investment committee. Drawdowns of the commitments toSLF require authorization from one of the Company’s representatives on SLF’s board of managers. Management believesthat the Company’s available cash balances and/or ability to draw on the revolving credit facility provide sufficient fundsto cover its unfunded commitments as of December 31, 2020.

Indemnifications : Inthe normal course of business, the Company enters into contracts and agreements that contain a variety of representations andwarranties that provide general indemnifications. The Company’s maximum exposure under these agreements is unknown, as theseinvolve future claims that may be made against the Company but that have not occurred. The Company expects the risk of any futureobligations under these indemnifications to be remote.

Concentrationof credit and counterparty risk : Credit risk arises primarily from the potential inability of counterparties to performin accordance with the terms of the contract. In the event that the counterparties do not fulfill their obligations, the Companymay be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments.It is the Company’s policy to review, as necessary, the credit standing of each counterparty.

Marketrisk : The Company’s investments and borrowings are subject to market risk. Market risk is the potential for changesin the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which theinvestments and borrowings are traded.

Legalproceedings : In the normal course of business, the Company may be subject to legal and regulatory proceedings that are generallyincidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, theCompany is not currently aware of any such proceedings or disposition that would have a material adverse effect on the Company’sconsolidated financial statements.

F- 47

Note13. Financial Highlights

Thefinancial highlights for the Company are as follows:

For the years ended December 31,
2020 2019 2018 2017 2016
Per share data:
Net asset value at beginning of year $ 12.20 $ 12.66 $ 13.77 $ 14.52 $ 14.19
Net investment income (1) 1.45 1.42 1.57 1.40 1.55
Net gain (loss) (1) (1.37 ) (0.48 ) (1.28 ) (0.75 ) 0.13
Net increase in net assets from operations (1) 0.08 0.94 0.29 0.65 1.68
Stockholder distributions – income (1.10 ) (1.40 ) (1.40 ) (1.37 ) (1.40 )
Stockholder distributions – capital gains (0.03 )
Effect of share issuance above (below) NAV (2) (0.18 ) 0.05
Net asset value at end of year $ 11.00 $ 12.20 $ 12.66 $ 13.77 $ 14.52
Net assets at end of year $ 234,434 $ 249,357 $ 258,767 $ 278,699 $ 240,850
Shares outstanding at end of year 21,303,540 20,444,564 20,444,564 20,239,957 16,581,869
Per share market value at end of year $ 8.03 $ 10.86 $ 9.60 $ 13.75 $ 15.38
Total return based on market value (3) (13.86 )% 27.68 % (21.74 )% (1.82 )% 28.95 %
Total return based on average net asset value (4) 0.72 % 7.53 % 2.17 % 4.58 % 11.70 %
Ratio/Supplemental data:
Ratio of net investment income to average net assets (5) 13.32 % 11.38 % 11.85 % 9.80 % 10.81 %
Ratio of total expenses, net of base management fee and incentive fee waivers, to average net assets (5) 13.68 % 15.35 % 9.84 % 9.46 % 10.81 %
Portfolio turnover 25.24 % 27.18 % 31.53 % 39.39 % 22.41 %

(1) Calculated using the weighted average shares outstanding during the years presented.
(2) Includes the effect of share issuances above (below) net asset value and the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the year and certain per share data based on shares outstanding as of a period end or transaction date.
(3) Total return based on market value is calculated assuming a purchase of common shares at the market value on the first day and a sale at the market value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total return based on market value does not reflect brokerage commissions.
(4) Total return based on average net asset value is calculated by dividing the net increase (decrease) in net assets resulting from operations by the average net asset value.
(5) The following is a schedule of supplemental ratios for the years presented.

2020 2019 2018 2017 2016
Ratio of total investment income to average net assets 27.00 % 26.73 % 21.69 % 19.26 % 21.62 %
Ratio of interest and other debt financing expenses to average net assets 7.89 % 7.95 % 4.56 % 3.13 % 3.26 %
Ratio of total expenses (without base management fee waiver and incentive fees) to average net assets 13.86 % 13.61 % 9.19 % 7.43 % 8.17 %
Ratio of incentive fees, net of incentive fee waiver, to average net assets (6) 0.00 % 1.74 % 0.65 % 2.03 % 2.64 %

(6) The ratio of waived incentive fees to average net assets was 0.31%, 0.46%, zero, 0.12% and 0.13% for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.

Note14. Subsequent Events

TheCompany has evaluated subsequent events through March 2, 2021, the date on which the consolidated financial statements were issued.

OnJanuary 15, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by andamong the Company, MC Advisors, MC Management and Raymond James & Associates, Inc., as representative of theseveral underwriters, in connection with the issuance and sale (the “Offering”) of $130,000 aggregate principalamount of 4.75% Notes due 2026 (the “2026 Notes”). The Offering closed onJanuary 25, 2021. In connection with the closing of the Offering, the Company and U.S. Bank NationalAssociation, as trustee (the “Trustee”), entered into a Second Supplemental Indenture (the “SecondSupplemental Indenture”) to the Indenture, dated September 12, 2018, between the Company and the Trustee (togetherwith the Second Supplemental Indenture, the “Indenture”). The Second Supplemental Indenture relates to theCompany’s issuance, offer and sale of the 2026 Notes.

The 2026 Notes are due February 15, 2026.The 2026 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option, at a redemptionprice (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interestto, but excluding, the redemption date: (1) 100% of the principal amount of the 2026 Notes to be redeemed or (2) thesum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interestto the date of redemption) on the 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuminga 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate (as defined in the Second Supplemental Indenture)plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 15, 2025 (the date fallingthree months prior to the maturity date of the 2026 Notes), the redemption price for the 2026 Notes will be equal to 100% of theprincipal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Indenture contains certain covenants,including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) ofthe 1940 Act, or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) ofthe 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act,but giving effect, in either case, to any exemptive relief granted to the Company by the SEC and certain other exceptions, andto provide financial information to the holders of the 2026 Notes and the Trustee if the Company should no longer be subject tothe reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitationsand exceptions that are set forth in the Indenture.

OnJanuary 19, 2021, the Company announced that it would redeem all of its outstanding 2023 Notes on February 18, 2021 (the “RedemptionDate”). The redemption price for the 2023 Notes equals 100% of the $109,000 aggregate principal amount of the 2023 Notesbeing redeemed, plus accrued and unpaid interest otherwise payable for the current quarterly interest period accrued to, and including,the Redemption Date. The 2023 Notes were delisted from the Nasdaq Global Select Market in conjunction with the redemption.

On March 1, 2021, the Company made a repaymentof $28,100 in SBA debentures using the restricted cash at MRCC SBIC.

OnMarch 2, 2021, the Board declared a quarterly distribution of $0.25 per share payable on March 31, 2021 to holders of record onMarch 16, 2021.

F- 48

Note15. Selected Quarterly Financial Data (unaudited)

For the quarter ended
December 31,
2020
September 30,
2020
June 30,
2020
March 31,
2020
Total investment income $ 12,552 $ 13,385 $ 20,642 $ 15,002
Net investment income $ 5,326 $ 5,644 $ 12,636 $ 6,782
Net gain (loss) $ 3,751 $ 9,541 $ 1,598 $ (43,632 )
Net increase (decrease) in net assets resulting from operations $ 9,077 $ 15,185 $ 14,234 $ (36,850 )
Net investment income per share – basic and diluted $ 0.25 $ 0.26 $ 0.61 $ 0.33
Net increase (decrease) in net assets resulting from operations per share – basic and diluted $ 0.42 $ 0.71 $ 0.69 $ (1.81 )
Net asset value per share at period end $ 11.00 $ 10.83 $ 10.37 $ 10.04

For the quarter ended
December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
Total investment income $ 17,985 $ 17,330 $ 16,719 $ 16,159
Net investment income $ 7,649 $ 7,238 $ 7,073 $ 7,074
Net gain (loss) $ (3,521 ) $ (3,585 ) $ (3,081 ) $ 367
Net increase (decrease) in net assets resulting from operations $ 4,128 $ 3,653 $ 3,992 $ 7,441
Net investment income per share – basic and diluted $ 0.37 $ 0.35 $ 0.35 $ 0.35
Net increase (decrease) in net assets resulting from operations per share – basic and diluted $ 0.21 $ 0.17 $ 0.20 $ 0.36
Net asset value per share at period end $ 12.20 $ 12.34 $ 12.52 $ 12.67

For the quarter ended
December 31,
2018
September 30,
2018
June 30,
2018
March 31,
2018
Total investment income $ 14,835 $ 13,779 $ 14,820 $ 14,950
Net investment income $ 7,803 $ 7,726 $ 7,906 $ 8,465
Net gain (loss) $ (6,632 ) $ (8,719 ) $ (3,626 ) $ (7,075 )
Net increase (decrease) in net assets resulting from operations $ 1,171 $ (993 ) $ 4,280 $ 1,390
Net investment income per share – basic and diluted $ 0.38 $ 0.38 $ 0.39 $ 0.42
Net increase (decrease) in net assets resulting from operations per share – basic and diluted $ 0.06 $ (0.05 ) $ 0.21 $ 0.07
Net asset value per share at period end $ 12.66 $ 12.95 $ 13.35 $ 13.49

F- 49

(a)(3)Exhibits

Exhibit
Number
Description of Document
3.1 Amended and Restated Articles of Incorporation of Monroe Capital Corporation (Incorporated by reference to Exhibit (a)(1) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
3.2 Bylaws of Monroe Capital Corporation (Incorporated by reference to Exhibit (b)(1) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
4.1 Form of Stock Certificate of Monroe Capital Corporation (Incorporated by reference to Exhibit (d) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
4.2 Indenture by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit (d)(7) of the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 12, 2018)
4.3 First Supplemental Indenture by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit (d)(8) of the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 12, 2018)
4.4 Form of Global Note with respect to the 5.75% Notes due 2023 (Incorporated by reference to Exhibit (d)(8) of the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 12, 2018, and Exhibit A therein)
4.5 Second Supplemental Indenture by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K (File No. 814-00866) filed on January 25, 2021)
4.6 Form of Global Note with respect to the 4.75% Notes due 2026 (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 814-00866) filed on January 25, 2021, and Exhibit A therein)
4.7 Description of Securities (filed herewith)
10.1 Dividend Reinvestment Plan (Incorporated by reference to Exhibit (e) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
10.2 Amended and Restated Investment Advisory and Management Agreement between Registrant and MC Advisors (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on November 6, 2019)
10.3 Form of Custodian Agreement (Incorporated by reference to Exhibit (j) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
10.4 Administration Agreement between Registrant and MC Management (Incorporated by reference to Exhibit (k)(1) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
10.5 License Agreement between the Registrant and Monroe Capital, LLC (Incorporated by reference to Exhibit (k)(2) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
10.6 MRCC Senior Loan Fund I, LLC Limited Liability Company Agreement dated October 31, 2017, by and between the Registrant and NLV Financial Corporation (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on November 1, 2017)
10.7 Second Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent, dated March 1, 2019 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on March 5, 2019)
10.8 Amendment No. 1 to Second Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant, as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated March 20, 2019 (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 814-00866) filed on March 20, 2019)
10.9 Amendment No. 2 to Second Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant, as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated September 27, 2019 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on October 2, 2019)
10.10 Amendment No. 3 and Limited Waiver to Second Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant, as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated May 21, 2020 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on May 22, 2020)
21.1 List of Subsidiaries (filed herewith)
23.1 Consent of RSM US LLP (filed herewith)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
99.1 Report of RSM US LLP on Senior Securities Table (filed herewith)

81

ITEM16. FORM 10-K SUMMARY

None.

82

SIGNATURES

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this AnnualReport on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:March 2, 2021

MonroeCapital Corporation (Registrant)

By /s/ Theodore L. Koenig
Theodore L. Koenig
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

By /s/ Aaron D. Peck
Aaron D. Peck
Chief Financial Officer, Chief Investment Officer and Director
(Principal Financial and Accounting Officer)

Pursuantto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalfof the registrant and in the capacities and on the dates indicated.

Signature Title Date
/s/ Theodore L. Koenig Chairman, Chief Executive Officer and Director March 2, 2021
Theodore L. Koenig (Principal Executive Officer)
/s/ Aaron D. Peck Chief Financial Officer, Chief Investment Officer and Director March 2, 2021
Aaron D. Peck (Principal Financial and Accounting Officer)
/s/ Thomas J. Allison Director March 2, 2021
Thomas J. Allison
/s/ Jeffrey A. Golman Director March 2, 2021
Jeffrey A. Golman
/s/ Jorde M. Nathan Director March 2, 2021
Jorde M. Nathan
/s/ Robert S. Rubin Director March 2, 2021
Robert S. Rubin
/s/ Jeffrey D. Steele Director March 2, 2021
Jeffrey D. Steele

83